2015 Q2 S-8 2010 LTIP Additional Shares


As filed with the Securities and Exchange Commission on March 9, 2015
Registration No. 333-
 
 
 
 
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EZCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
74-2540145
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer identification no.)

1901 Capital Parkway, Austin, Texas
 
78746
(Address of principal executive offices)
 
(Zip code)

EZCORP, INC. 2010 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Thomas H. Welch, Jr.
Senior Vice President, General Counsel and Secretary
EZCORP, Inc.
1901 Capital Parkway
Austin, Texas 78746
(Name and address of agent for service)
(512) 314-3400
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered
Proposed maximum offering price per share (1)
Proposed maximum aggregate offering price (1)
Amount of registration fee
Class A Non-Voting Common Stock,
par value, $0.01 per share
643,673 (2)
$9.92
$6,385,236
$742

(1)
Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the Class A Non-Voting Common Stock reported on The NASDAQ Stock Market on March 4, 2015.
(2)    Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of Class A Non-Voting Common Stock as may become issuable pursuant to the antidilution provisions of the EZCORP, Inc. 2010 Long-Term Incentive Plan.
 
 
 
 
 
 




Pursuant to General Instruction E of Form S-8 (“Registration of Additional Securities”), the Registrant hereby makes the following statement:
On October 10, 2013, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration No. 333-191677) (the “Prior Registration Statement”) relating to shares of the Registrant’s common stock to be issued pursuant to the EZCORP, Inc. 2010 Long-Term Incentive Plan (the “Incentive Plan”), and the Prior Registration Statement is currently effective. This Registration Statement relates to securities (a) of the same class as those to which the Prior Registration Statement relates and (b) to be issued pursuant to the Incentive Plan. The contents of the Prior Registration Statement are incorporated hereby by reference.
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number
 
Description
5.1
 
Opinion of Vinson & Elkins L.L.P.
23.1
 
Consent of Deloitte & Touche LLP
23.2
 
Consent of BDO USA, LLP
23.3
 
Consent of Vinson & Elkins, L.L.P. (included in Exhibit 5.1)
24.1
 
Power of attorney (set forth on signature page)
99.1
 
Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective February 26, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 3, 2015, Commission File No. 0-19424)



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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on March 9, 2015.
 
EZCORP, Inc.
 
 
 
By:  
/s/ Stuart I. Grimshaw
 
 
 
Stuart I. Grimshaw, 
Chief Executive Officer
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints Thomas H. Welch, Jr. as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below all amendments and post-effective amendments to this registration statement as that attorney-in-fact may deem necessary or appropriate.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Stuart I. Grimshaw
 
Chief Executive Officer and Director
 
March 9, 2015
Stuart I. Grimshaw
 
(principal executive officer)
 
 
 
 
 
 
 
/s/ Mark E. Kuchenrither
 
President and Chief Operating Officer and Chief Financial Officer
 
March 9, 2015
Mark E. Kuchenrither
 
(principal financial officer)

 
 
 
 
 
 
 
/s/ Stephen M. Brown
 
Vice President — Finance and Chief Accounting Officer
 
March 9, 2015
Stephen M. Brown
 
(principal accounting officer)
 
 
 
 
 
 
 
/s/ Lachlan P. Given
 
Executive Chairman of the Board
 
March 9, 2015
Lachlan P. Given
 
 
 
 
 
 
 
 
 
/s/ Matthew W. Appel
 
Director
 
March 9, 2015
Matthew W. Appel
 
 
 
 
 
 
 
 
 
/s/ Santiago Creel Miranda
 
Director
 
March 9, 2015
Santiago Creel Miranda
 
 
 
 
 
 
 
 
 
/s/ Peter Cumins
 
Director
 
March 9, 2015
Peter Cumins
 
 
 
 
 
 
 
 
 
/s/ Pablo Lagos Espinosa
 
Director
 
March 9, 2015
Pablo Lagos Espinosa
 
 
 
 
 
 
 
 
 
/s/ Thomas C. Roberts
 
Director
 
March 9, 2015
Thomas C. Roberts
 
 
 
 
 
 
 
 
/s/ Joseph L. Rotunda
 
Director
 
March 9, 2015
Joseph L. Rotunda
 
 
 
 

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EXHIBIT INDEX
 
Exhibit
Number
 
Description
5.1*
 
Opinion of Vinson & Elkins L.L.P.
23.1*
 
Consent of Deloitte & Touche LLP
23.2*
 
Consent of BDO USA, LLP
23.2*
 
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1*
 
Power of attorney (set forth on signature page)
99.1
 
Amended and Restated EZCORP, Inc. 2010 Long-Term Incentive Plan, effective February 26, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 3, 2015, Commission File No. 0-19424)
* Filed herewith.

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