<PAGE> 1
As filed with the Securities and Exchange Commission on May 13, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
ALRENCO, INC.
(Exact name of registrant as specified in its charter)
---------------------------
INDIANA 35-1480655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
714 E. Kimbrough Street
Mesquite, Texas 75149
(Address of Principal Executive Offices, including Zip Code)
---------------------------
RTO, INC. 1996 EMPLOYEE STOCK OPTION PLAN
RTO, INC. 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plans)
---------------------------
Billy W. White, Sr.
Chief Executive Officer
Alrenco, Inc.
714 E. Kimbrough Street
Mesquite, Texas 75149
(972) 288-9327
(Name, address, including zip code, and telephone number,
including area code, of Agent for Service)
COPIES TO:
John D. Capers, Jr., Esq.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
(404) 572-4600
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share 1,048,357 $ 15.50 $ 16,249,533.50 $ 4,795
===================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of
Common Stock of Alrenco, Inc. on May 7, 1998.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees and directors as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by 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, 1997.
2. The Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
3. The Registrant's current report on Form 8-K filed on March 5, 1998.
4. The financial statements of Action TV & Appliance Rental, Inc. for
the year ended December 31, 1995 and for the seven months ended July 31, 1996
contained in the Registrant's Registration Statement on Form S-4 (File No.
333-44451) filed on January 16, 1998.
5. The description of the Registrant's common stock, no par value,
contained in the registration statement on Form 8-A dated January 5, 1996, filed
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
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.
Not applicable.
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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 has also entered into an
agreement with one 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. In addition, the Registrant has purchased insurance with respect
to, among other things, any liabilities that may accrue under the statutory
provisions referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3.1 to the Registrant's Current Report on Form 8-K filed
on March 5, 1998)
</TABLE>
3
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<TABLE>
<S> <C>
4.2 -- Amended and Restated Code of Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K filed on March 5,
1998)
5.1 -- Opinion of King & Spalding
23.1 -- Consent of King & Spalding (included in Exhibit 5.1)
23.2 -- Consent of Grant Thornton LLP
23.3 -- Consent of Coopers & Lybrand, L.L.P.
23.4 -- Consent of Ernst & Young LLP
24.1 -- Powers of attorney (reference is made to page 6 of this
registration statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) 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 a fundamental change in the information set forth
in the registration statement; and
(iii) 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)(1)(i) and
(a)(1)(ii) 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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
4
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indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
EXPERTS
The consolidated balance sheets of Alrenco, Inc. as of December 31,
1996 and 1997, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 1997 after restatement for the 1998 pooling of
interests with RTO, Inc., included in the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998 and incorporated by reference in this
Registration Statement, have been incorporated herein in reliance (i) on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing and (ii) on the
report of Grant Thornton LLP, independent certified public accountants, on the
balance sheets of Alrenco, Inc. as of December 31, 1996 and 1997 and the related
statements of earnings, stockholders equity and cash flows for each of the three
years in the period ended December 31, 1997 prior to the restatement for the
1998 pooling of interests with RTO, Inc., given on the authority of that firm as
experts in accounting and auditing. The report of Coopers & Lybrand L.L.P.
incorporated herein makes reference to the report of Grant Thornton LLP.
On February 26, 1998, immediately following the RTO Merger, the Board
of Directors of the Registrant replaced Grant Thornton LLP as the principal
independent auditor of the Registrant. Effective February 26, 1998, Coopers &
Lybrand L.L.P., previously the principal independent auditor for RTO, Inc., was
engaged by the Registrant to serve as the independent auditor of the
Registrant's financial statements for the 1998 fiscal year. Grant Thornton LLP
continued to serve as the independent auditor with respect to the Registrant's
financial statements for the fiscal year ended December 31, 1997, prior to
restatement for the 1998 pooling of interests with RTO, Inc. Neither of the
reports of Grant Thornton LLP on the financial statements of the Registrant for
the fiscal years ended December 31, 1997 and 1996 contained an adverse opinion
or a disclaimer of an opinion or was qualified or modified as to uncertainty,
audit scope or accounting principles. During the two fiscal years ended December
31, 1997, and during the interim periods preceding February 26, 1998, (i) there
were no disagreements with Grant Thornton LLP on any matter of accounting
principals or practices, financial statement disclosure or auditing scope or
procedure and (ii) there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K).
The financial statements of Action TV & Appliance Rental, Inc.
("Action") included in the Registrant's Registration Statement on Form S-4 (SEC
File No. 333-44451) and incorporated by reference herein have been audited by
the following firms, as stated in their reports included in such Registration
Statement on Form S-4: (i) the financial statements of Action as of and for the
seven months ended July 31, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants and (ii) the financial statements of Action as of and
for the year ended December 31, 1995 have been audited by Ernst & Young LLP,
independent auditors. Such financial statements have been incorporated herein in
reliance on such reports given upon the authority of said firms as experts in
accounting and auditing.
5
<PAGE> 6
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 Mesquite, State of Texas, on the 13th day of May,
1998.
ALRENCO, INC.
By: /s/ BILLY W. WHITE, SR.
------------------------------
Billy W. White, Sr.
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 Billy W. White, Sr. and K. David Belt, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------- -------------- ---------
<S> <C> <C>
/s/ BILLY W. WHITE, SR Chief Executive Officer May 13, 1998
- ---------------------------------------- (principal executive officer)
BILLY W. WHITE, SR.
/s/ K. DAVID BELT Chief Financial Officer, Treasurer and May 13, 1998
- --------------------------------------- Assistant Secretary
K. DAVID BELT (principal financial and accounting officer)
/s/ GEORGE D. JOHNSON, JR. Chairman of the Board May 13, 1998
- ---------------------------------------
GEORGE D. JOHNSON, JR.
/s/ MICHAEL D. WALTS Director May 13, 1998
- ---------------------------------------
MICHAEL D. WALTS
/s/ JOHN S. RAINEY Director May 13, 1998
- ---------------------------------------
JOHN S. RAINEY
/s/ EDWARD W. PHIFER, III Director May 13, 1998
- ---------------------------------------
EDWARD W. PHIFER, III
/s/ THOMAS E. HANNAH Director May 13, 1998
- ---------------------------------------
THOMAS E. HANNAH
</TABLE>
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<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 -- Amended and Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3.1 to the Registrant's Current Report on Form 8-K filed
on March 5, 1998)
4.2 -- Amended and Restated Code of Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K filed on March 5,
1998)
5.1 -- Opinion of King & Spalding
23.1 -- Consent of King & Spalding (included in Exhibit 5.1)
23.2 -- Consent of Grant Thornton LLP
23.3 -- Consent of Coopers & Lybrand, L.L.P.
23.4 -- Consent of Ernst & Young LLP
24.1 -- Powers of attorney (reference is made to page 6 of this
registration statement)
</TABLE>
7
<PAGE> 1
EXHIBIT 5.1
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Telephone: (404) 572-4600
Facsimile: (404) 572-5100
May 13, 1998
Alrenco, Inc.
714 E. Kimbrough Street
Mesquite, Texas 75149
Re: 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 1,048,357
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 RTO, Inc. 1996 Stock
Option Plan for Non-Employee Directors and the RTO, Inc. 1996 Employee Stock
Option Plan, both of which were assumed pursuant to the Agreement and Plan of
Merger, as amended, dated September 28, 1997, between the Company and RTO, Inc.
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 (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 to be issued by the Company
has occurred, then the Common Stock will be (i) duly authorized and (ii) legally
issued, fully paid and nonassessable.
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
Ex. 5.1 -- 1
<PAGE> 2
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 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,
KING & SPALDING
Ex. 5.1 -- 2
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 30, 1998 accompanying the
consolidated financial statements of Alrenco, Inc. and subsidiaries, after
restatement for the 1998 pooling of interests with RTO, Inc. included in the
Quarterly Report of Alrenco, Inc. on Form 10-Q for the quarter ended March 31,
1998. We consent to the incorporation by reference in the Registration Statement
of the aforementioned report and the use of our name as it appears under the
caption "Experts."
GRANT THORNTON LLP
Dallas, Texas
May 12, 1998
Ex. 23.2 -- 1
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Alrenco, Inc. on Form S-8 of our report dated March 3, 1998, on our
audits of the consolidated financial statements of Alrenco, Inc. and
subsidiaries, after restatement for the 1998 pooling of interest with RTO, Inc.
as described in Note 1 to those financial statements, as of December 31, 1996
and 1997 and for each of the three years in the period ended December 31, 1997,
which report is included in the Quarterly Report on Form 10-Q of Alrenco, Inc.
for the quarter ended March 31, 1998 as filed with the Securities and Exchange
Commission. We also consent to the incorporation by reference in this
registration statement of Alrenco, Inc. on Form S-8 of our report dated January
31, 1997, on our audit of the financial statements of Action TV & Appliance
Rental, Inc. as of and for the seven month period ended July 31, 1996, appearing
in the registration statement on Form S-4 (SEC File No. 333-44451) of Alrenco,
Inc. filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Raleigh, North Carolina
May 13, 1998
Ex. 23.3 -- 1
<PAGE> 1
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) of Alrenco, Inc. and to the incorporation
by reference therein of our report dated November 4, 1996 with respect to the
financial statements of Action TV & Appliance Rental, Inc. for the year ended
December 31, 1995 included in the Registration Statement (Form S-4 No.
333-44451) of Alrenco, Inc. filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
May 12, 1998
Ex. 23.4 -- 1
