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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALRENCO, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1480655
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
1736 East Main Street
New Albany, Indiana 47150
(Address of Principal Executive Offices, including Zip Code)
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ALRENCO, INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
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Theodore H. Wilson, Executive Vice President
and Chief Financial Officer
Alrenco, Inc.
1736 East Main Street
New Albany, Indiana 47150
(Name and address of agent for service)
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(812) 949-3370
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price(1) fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no 450,000 $19.50 $8,775,000 $3,026
par value ......... shares
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Alrenco,
Inc. (the "Registrant") with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated in this
registration statement by reference and made a part hereof:
1. The Registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1996.
3. The Registrant's report on Form 8-K dated March 14,
1996.
4. The Registrant's registration statement on Form 8-A
dated January 5, 1996.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective
date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been
passed upon for the Registrant by Stites & Harbison, Louisville,
Kentucky. Robert W. Lanum, a partner in Stites & Harbison, is a
director of the Registrant.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 37 of the Indiana Business Corporation Law empowers
an Indiana corporation to indemnify an individual (including his
estate or personal representative) who was, is or is threatened
to be made a named defendant or respondent in a threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or
informal, because he is or was a director against liability
incurred in the proceeding if: (i) he conducted himself in good
faith; (ii) he reasonably believed, in the case of conduct in his
official capacity with the corporation, that his conduct was in
its best interests and, in all other cases, that his conduct was
at least not opposed to its best interests; and (iii) in the case
of any criminal proceeding, he had (A) reasonable cause to
believe his conduct was lawful, or (B) no reasonable cause to
believe his conduct was unlawful. Indemnification may be made
against the obligation to pay a judgment, settlement, penalty,
fine or reasonable expenses (including counsel fees) incurred
with respect to a proceeding. Pursuant to Chapter 37, a
corporation may pay for or reimburse the reasonable expenses
incurred by a director in advance of final disposition of the
proceeding if (i) the director affirms to the corporation in
writing his good faith belief that he has met the standard of
conduct required for indemnification; (ii) the director
undertakes the personal obligation to repay such advance upon an
ultimate determination that he failed to meet such standard of
conduct; and (iii) the corporation determines that the facts then
known to those making the determination would not preclude
indemnification.
Unless limited by the articles of incorporation, a director
who has been wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he
is or was a director of the corporation is entitled to
indemnification against reasonable expenses incurred by him in
connection with the proceeding. Unless limited by its articles
of incorporation, an Indiana corporation may indemnify and
advance expenses to an officer, employee or agent of the
corporation to the same extent it may indemnify and advance
expenses to directors. An officer of the corporation is also
entitled to mandatory indemnification to the same extent as a
director.
The indemnification provided by or granted pursuant to
Chapter 37 is not exclusive of any rights to which those seeking
indemnification may otherwise be entitled. Chapter 37 empowers
an Indiana corporation to purchase and maintain insurance on
behalf of its directors, officers, employees or agents against
liability asserted against or incurred by the individuals in
those capacities, whether or not the corporation would have the
power under Chapter 37 to indemnify them against such liability.
The Registrant does not currently maintain directors' and
officers' liability insurance, but may purchase such insurance in
II-2
<PAGE>
the future if it can be obtained on terms acceptable to the
Registrant. The Registrant has also entered into an agreement
with each of its directors which requires the Registrant to
indemnify the director to the fullest extent permitted by Indiana
law.
The Registrant's Amended and Restated Articles of
Incorporation and Amended and Restated Code of Bylaws require the
Registrant to indemnify its directors to the fullest extent
permitted by applicable state or federal laws. The Bylaws
further permit the Registrant to indemnify its officers to the
same extent that it indemnifies directors and to such further
extent, consistent with law, as may be provided by general or
specific action of the Board of Directors, or contract.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this
registration statement:
<TABLE>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<S> <C>
5.1 -- Opinion and consent of Stites & Harbison
23.1 -- Consent of Stites & Harbison (included in
Exhibit 5.1)
23.2 -- Consent of Grant Thornton LLP
24.1 -- Powers of attorney (reference is made to page II-5
of this registration statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
II-3
<PAGE>
a fundamental change in the information set forth in the
registration statement; and
(c) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs
(a) and (b) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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 New Albany, State of Indiana, on the 24th day of
July, 1996.
ALRENCO, INC.
By: /s/ Michael D. Walts
-------------------------------
Michael D. Walts, Chairman of
the Board and President
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 Raymond C.
Holladay and Theodore H. Wilson, or either one of them, to
execute in the name of each such person and to file, any
amendments to this Registration Statement as the registrant deems
appropriate, and appoints each such agent as attorney-in-fact to
sign in his behalf individually and in each capacity stated below
and to file any and all amendments and post-effective amendments
to this Registration Statement.
Signature Title Date
--------- ----- ----
/s/ Michael D. Walts
- --------------------- Chairman of the Board July 24, 1996
Michael D. Walts and President
(principal executive
officer)
/s/ Theodore H. Wilson
- ---------------------- Executive Vice July 24, 1996
Theodore H. Wilson President, Chief
Financial Officer
and Director
(principal financial
and accounting
officer)
II-5
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Raymond C. Holladay
- ----------------------- Executive Vice July 24, 1996
Raymond C. Holladay President, Chief
Operating Officer
and Director
/s/ Michael D. Walts, Jr.
- ------------------------- Vice President of July 24, 1996
Michael D. Walts, Jr. Purchasing and
Director
/s/ Robert W. Lanum
- ------------------- Director July 24, 1996
Robert W. Lanum
/s/ Donald E. Groot
- ------------------- Director July 24, 1996
Donald E. Groot
/s/ W. Barrett Nichols
- ---------------------- Director July 24, 1996
W. Barrett Nichols
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------- -----------------------
<TABLE>
<S> <C>
5.1 -- Opinion and consent of Stites & Harbison
23.1 -- Consent of Stites & Harbison (included in
Exhibit 5.1)
23.2 -- Consent of Grant Thornton LLP
24.1 -- Powers of attorney (reference is made to
page II-5 of this registration statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
STITES & HARBISON
400 WEST MARKET STREET
SUITE 1800
LOUISVILLE, KENTUCKY 40202-3352
TELEPHONE: (502) 587-3400
FACSIMILE: (502) 587-6391
July 25, 1996
Alrenco, Inc.
1736 E. Main Street
New Albany, Indiana 47150
Re: 1995 Stock Incentive Plan
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Alrenco, Inc. (the "Company")
in connection with the preparation and filing of a registration
statement on Form S-8 (the "Registration Statement"), relating to
the registration by the Company under the Securities Act of 1933,
as amended (the "Act"), of up to 450,000 shares of the Company's
common stock, no par value (the "Common Stock"), to be issued by
the Company from time to time pursuant to the Alrenco, Inc. 1995
Stock Incentive Plan.
In connection with this opinion, we have considered such
matters of law and examined the originals or copies, certified or
otherwise identified to our satisfaction, of such documents and
corporate and other records and have obtained such certificates,
letters, representations and information from the officers,
directors and employees of the Company and from others as we have
deemed necessary or appropriate to enable us to render the
opinions expressed herein.
Based upon and in reliance upon the foregoing, and subject
to the qualifications and assumptions set forth below, it is our
opinion that, when (a) the Registration Statement has become
effective in accordance with the Act and the rules and
regulations thereunder and the provisions of such state
securities or "blue sky" laws as may be applicable have been
complied with, and (b) the Common Stock has been duly delivered
against payment therefor or receipt by the Company of such lawful
consideration for which shares of the Common Stock may be issued
pursuant to applicable law, the Common Stock to be issued by the
Company will be legally issued, fully paid and nonassessable.
<PAGE>
Alrenco, Inc.
Page 2
July 25, 1996
Our opinion is limited by and subject to the following:
(a) In rendering our opinion we have assumed that, at the
time of each issuance and sale of the Common Stock, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Indiana.
(b) In our examination of all documents, certificates and
records, we have assumed without investigation the authenticity
and completeness of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us
as copies and the authenticity and completeness of the originals
of all documents submitted to us as copies. We have also assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.
(c) Our opinion is based solely on and limited to the laws
of the State of Indiana and the federal laws of the United States
of America. We express no opinion as to the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STITES & HARBISON
CCB/plh
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our report dated February 2, 1996 accompanying
the financial statements of Alrenco, Inc. included in the Annual
Report on Form 10-K for the year ended December 31, 1995 which is
incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
GRANT THORNTON LLP
Dallas, Texas
July 25, 1996
