As filed with the Securities and Exchange Commission on October 8, 1996.
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
U.S. PAWN, INC.
(Exact name of Registrant as specified in its charter)
-----------
Colorado 84-0819941
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
-----------
7215 Lowell Boulevard, Westminster, Colorado 80030
(Address of principal executive offices) (Zip Code)
Directors' Stock Option Plan
(Full title of the plan)
Melvin Wedgle, President
7215 Lowell Boulevard
Westminster, Colorado 80030
(303) 657-3550
(Telephone number including area code of agent for service)
Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
--------------------------------
Exhibit Index Begins at Page II-5
<PAGE>
<TABLE>
<CAPTION>
================================================================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 50,000 $5.13 $265,000 $91.38(1)
================================================================================================================================
</TABLE>
(1) This Registration Statement, pursuant to Rule 416, covers any
additional shares of no par value Common Stock ("shares") which become issuable
under the Directors' Stock Option Plan ("Plan") set forth herein by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration which results in an increase in the
number of shares outstanding.
(2) Estimated solely for the purpose of computing the amount of the
Registration fee under Rule 457 of the Securities Act of 1933, as amended. A
total of 50,000 shares are issuable under the Plan at an offering price per
share based upon the closing price of the Common Stock on NASDAQ on October 7,
1996 of $5.13 per share.
ii
<PAGE>
U.S. PAWN, INC.
PART I
Cross Reference Sheet Required by Item 501
Item in Form S-8 Caption In Prospectus
---------------- ---------------------
1. General Plan Information......... Cover Page; Issuer and Participating
Employees; Description of the Plan;
Tax Consequences
2. Registrant Information and
Employee Plan Annual
Information...................... Available Information
3. Incorporation of Documents
by Reference..................... Incorporation of Documents by Reference
4. Description of Securities........ Description of Common Stock
5. Interests of Named Experts
and Counsel...................... Counsel
6. Indemnification of
Directors and Officers........... SEC Position Regarding Indemnification
7. Exemption from Registration
Claimed.......................... Not Applicable
8. Exhibits......................... Not Applicable (See Part II, Item 8)
9. Undertakings..................... Not Applicable (See Part II, Item 9)
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is included in the Reoffer Prospectus
which follows. The Reoffer Prospectus together with the documents incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement
constitute the Section 10(a) Prospectus.
iii
<PAGE>
REOFFER PROSPECTUS
The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a prospectus, prepared on Form
S-3, in accordance with General Instruction C to Form S-8, to be used in
connection with resales of securities acquired under the Registrant's Directors'
Stock Option Plan by directors of the Registrant, as defined in Rule 405 under
the Securities Act of 1933, as amended.
iv
<PAGE>
50,000 SHARES
COMMON STOCK
(No Par Value)
U.S. PAWN, INC.
---------------
DIRECTORS' STOCK OPTION PLAN
---------------
This Reoffer Prospectus ("Prospectus") relates to the offering by U.S.
Pawn, Inc. (the "Company") and the Company's directors of up to 50,000 shares
(subject to adjustment in certain circumstances) of the Company's no par value
Common Stock (the "shares"), purchasable by directors of the Company pursuant to
Common Stock options ("options") under the Company's Directors' Stock Option
Plan (the "Plan"). As of the date hereof all 50,000 options issued under the
Plan are outstanding.
---------------
This Prospectus will be used by persons who are "affiliates" (as that term
is defined under the Securities Act of 1933) of the Company to effect resales of
the shares. See "Selling Stockholders." The Company will receive no part of the
proceeds of any such sales.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------
No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
made hereby, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of the time subsequent to the date hereof.
----------------
The date of this Prospectus is October 8, 1996.
1
<PAGE>
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, including Sections 14(a) and 14(c) relating to
proxy and information statements, and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
Reports and other information filed by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; 7 World Trade Center, New York, New York 10048; and
5670 Wilshire Boulevard, Los Angeles, California 90036. Copies of such material
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street N.W., Washington, D.C. 20549 at prescribed rates. The Company's Common
Stock is traded on the NASDAQ SmallCap Market under the NASDAQ symbol "USPN."
Reports, proxy and information statements may also be inspected at the NASDAQ
SmallCap Market offices, 1735 K Street Northwest, Washington, D.C. 20006.
The Company furnishes annual reports to its shareholders which include
audited financial statements. The Company may furnish such other reports as may
be authorized, from time to time, by its Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this Prospectus,
either in whole or in part. The Company will provide without charge (i) to each
person to whom a Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference (not including exhibits to the information unless such exhibits are
specifically incorporated by reference into the information), and (ii) documents
and information required to be delivered to the Company's directors pursuant to
Rule 428(b). Requests for such information shall be addressed to the Company at
7215 Lowell Boulevard, Westminster, Colorado 80030, (303) 657-3550.
2
<PAGE>
TABLE OF CONTENTS
-----------------
INTRODUCTION............................................. 4
SELLING STOCKHOLDERS..................................... 4
METHOD OF SALE........................................... 5
SEC POSITION REGARDING INDEMNIFICATION................... 5
DESCRIPTION OF THE PLAN.................................. 5
APPLICABLE SECURITIES LAW RESTRICTIONS................... 7
TAX CONSEQUENCES......................................... 8
LEGAL MATTERS............................................ 8
EXPERTS ................................................ 9
3
<PAGE>
INTRODUCTION
The Company operates pawnshops that lend money on the security of pledged
tangible personal property, for which the Company receives a pawn service charge
to compensate it for the loan. The pawn service charge is calculated as a
percentage of the loan amount, in a manner similar to which interest is charged
on a loan, and has generally ranged from 120% (for loans of $50 and over) to
240% (for loans under $50) annually. The pledged property is held through the
term of the loan, which generally is 30 to 90 days, unless otherwise earlier
paid or renewed. Generally, the borrower pays the loans and accrued service
charge in full, redeeming the pledged property, or pays the accrued service
charges and renews the loan. In the event the borrower does not pay or renew the
loan, the unredeemed collateral is forfeited to the Company and then becomes
inventory available for sale in the pawnshop. The Company currently owns and
operates 16 pawnshops located in Colorado and Wyoming. Its executive offices are
located at 7215 Lowell Boulevard, Westminster, Colorado 80030, (303) 657-3550.
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by directors of the Company
of shares they acquire through exercise of options granted under the Plan. The
names of directors who may be Selling Stockholders from time to time are listed
below, along with the number of shares of Common Stock currently owned by them
and the number of shares offered for sale hereby. The number of shares offered
for sale by such individuals may be updated in supplements to this Prospectus,
which will be filed with the Securities and Exchange Commission in accordance
with Rule 424(b) under the Securities Act of 1933, as amended.
Number of
Shareholdings Shares Which
Name of Selling Stockholder Number Percent May Be Sold
- --------------------------- ------ ------- -----------
Melvin Wedgle(1)(2)(4) 442,388 12.5% 12,500
Gary A. Agron(1)(4) 70,500 2.0% 12,500
Daniel B. Rudden(1)(4) 15,500 * 12,500
Stanley M. Edelstein(3)(4) 15,500 * 12,500
- ----------
* Less than 1%
(1) Includes currently exercisable stock options to purchase 12,500 shares
held by Messrs. Wedgle, Agron and Rudden all at $2.00 per share
exercisable until October 23, 2000. Mr. Wedgle's options include 6,250
options held by Teresa R. O'Neill.
(2) Includes currently exercisable stock options to purchase 53,000 shares
at $1.81 per share until March 25, 2004.
4
<PAGE>
(3) Includes currently exercisable stock options to purchase 12,500 shares
at $4.36 per share until October 2, 2001.
(4) Includes currently exercisable stock options to purchase 3,000 shares
at $1.70 per share until December 28, 2005.
The address of each Selling Stockholder is the same as the Company's
address. All shares listed above for sale represent shares issuable upon
exercise of options granted under the Plan.
METHOD OF SALE
Sales of the shares offered by this Prospectus will be made on the NASDAQ
SmallCap Market, where the Company's Common Stock is listed for trading, in
other markets where the Company's Common Stock is traded or in negotiated
transactions. Sales will be at prices current when the sales take place and will
generally involve payment of brokers' commissions. There is no present plan of
distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's Article of Incorporation and Bylaws provide for
indemnification of officers and directors, among other things, in instances in
which they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the Company and in which, with
respect to criminal proceedings, they had no reasonable cause to believe their
conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company has
been informed that in the opinion of the Securities and Exchange Commission that
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
DESCRIPTION OF THE PLAN
On October 21, 1991, the Company's Board of Directors approved the Plan for
the benefit of directors of the Company. The Company believes that the Plan
provides an incentive to individuals to act as directors of the Company and to
maintain a continued interest in the operations and future of the Company. All
options were issued under Section 422A of the Internal Revenue Code.
The terms of the Plan provide that the Company is authorized to grant
options to purchase shares of Common Stock ("options" or "option shares") to
directors of the Company upon the majority consent of the Company's directors.
All directors are eligible to receive options under the Plan. The purchase price
to be paid by optionees for the option shares must not be less than the fair
5
<PAGE>
market value of the options shares as reported by the NASDAQ SmallCap Market on
the date of the grant. Options must be exercised within five years following the
date of grant, and the optionee must exercise options during service to the
Company or within 30 days of termination of such service (12 months in the event
of death on disability). If directors are terminated for cause, any unexercised
options are cancelled as of the date of termination.
A total of 50,000 shares of the Company's authorized but unissued Common
Stock have been reserved for issuance pursuant to the Plan all of which are
currently outstanding at exercise prices ranging from $2.00 to $4.36 per option
share.
Options under the Plan may not be transferred, except by will or by the
laws of intestate succession. The number of shares and price per share of the
options under the Plan will be proportionately adjusted to reflect forward and
reverse stock splits. The holder of an option under the Plan has none of the
rights of a shareholder until shares are issued.
Amendments to the Plan may be made by the Board of Directors, except that
no amendments may be made without the approval of the shareholders which, (i)
change the number of shares subject to the Plan, (ii) change the designation of
the class of persons eligible to receive options, or (iii) decrease the price at
which options may be granted.
The Plan is administered by the full Board of Directors, who have the power
to interpret the Plan, determine which persons are to be granted options and the
amount of such options.
In the event the Company acquires, in whole or in part, the assets or
equity securities of any other entity, no adjustment will be made to the
optionee's option shares. In the event the Company is acquired by another
company or merges with another company, the optionee shall have a period of 180
days to exercise all option shares that have accrued for purchase. Any option
shares that have not accrued as of the date of the closing of the merger will
automatically expire.
The provisions of the Federal Employee Retirement Income Security Act of
1974 do not apply to the Plan. Shares issuable upon exercise of options will not
be purchased in open market transactions but will be issued by the Company from
authorized shares.
Payment for shares will be made by the Company's directors in cash from
their own funds. No payroll deductions or other installment plans have been
established. No reports will be made to participating directors except in the
form of updated information for the Prospectus.
Shares issuable under the Plan may be sold in the open market, without
restrictions, as free trading securities.
There are no assets administered under the Plan, and, accordingly, no
investment information is furnished herewith.
6
<PAGE>
No options may be assigned, transferred, hypothecated or pledged by the
option holder. No person may create a lien on any securities under the Plan,
except by operation of law. However, there are no restrictions on the resale of
the shares underlying the options.
The Plan will remain in effect until October 20, 2001 and may be extended
by the Company's Board of Directors. The expiration date of the options was
extended by the Company from October 1996 to October 2000. Additional
information concerning the Plan and its administrators may be obtained from the
Company at the address and telephone number indicated above.
APPLICABLE SECURITIES LAW RESTRICTIONS
If the optionee is deemed to be an "affiliate" (as that term is defined
under the Securities Act of 1933, as amended), the resale of the shares
purchased upon exercise of options covered hereby will be subject to certain
restrictions and requirements. The Company's legal counsel may be called upon to
discuss these applicable restrictions and requirements with any optionee who may
be deemed to be an affiliate, prior to exercising an option.
In addition to the requirements imposed by the Securities Act of 1933, the
antifraud provisions of the Securities Exchange Act of 1934 and the rules
thereunder (including Rule 10b- 5) are applicable to any sale of shares acquired
pursuant to options.
Up to 50,000 shares may be issued under the Plan. The Company has
authorized 30,000,000 shares, of which 3,425,989 shares are outstanding as of
September 30, 1996. Common shares outstanding and those to be issued upon
exercise of options are fully paid and nonassessable, and each share of stock is
entitled to one vote at all shareholders' meetings. All shares are equal to each
other with respect to lien rights, liquidation rights and dividend rights. There
are no preemptive rights to purchase additional shares by virtue of the fact
that a person is a shareholder of the Company. Shareholders do not have the
right to cumulate their votes for the election of directors.
Directors must comply with certain reporting requirements and resale
restrictions pursuant to Sections 16(a) and 16(b) of the Securities Exchange Act
of 1934 and the rules thereunder upon the receipt or disposition of any options.
7
<PAGE>
TAX CONSEQUENCES
If an option is exercised and if the optionee does not dispose of the
shares acquired pursuant to the exercise within two years of the date of the
granting of the option nor within one year from the transfer of the shares
pursuant to exercise of the options, then there will not be any federal income
tax consequences to the Company from either the exercise of the option or the
receipt of the proceeds with respect to the exercise of the option. In such
circumstances, the optionee would not be required to recognize any taxable
income upon the exercise of the option.
Furthermore, the sale of the shares received pursuant to the exercise of
the option would result in long-term capital gain or long-term capital loss to
the optionee based on the difference between the amount received with respect to
such sale and the amount paid upon the exercise of the option.
If an optionee exercised an option and sold the shares acquired pursuant to
such exercise either within two years from the date of the granting of the
option or within one year from the date of the transfer of such shares to him
pursuant to his exercise of the option, then in general the Company would be
entitled to a deduction for federal income tax purposes equal to lessor of: (1)
the fair market value of the stock on the date of exercise over the option price
of the stock; or (2) the amount realized on disposition over the adjusted basis
of the stock. The optionee would recognize income equal to the amount of the
Company's deduction. The Company's deduction would be allowed, and the
optionee's income would be taxable, in the year the optionee disposed of the
shares. However, if the disposition occurs within two years of the date of the
grant and the disposition is a sale or exchange with respect to which a loss, if
sustained, would be recognized (generally any disposition other than to a
related party), then the optionee's income and the Company's deduction would not
exceed the excess (if any) of the amount realized on such sale or exchange over
the adjusted basis of such shares. The Company expects that optionees will be
required to exercise their options within five years from the date of grant
although optionees may hold the shares issuable upon exercise of the options
indefinitely.
For options exercised after 1987, an individual generally must include in
alternative minimum taxable income the amount by which the option price paid is
exceeded by the fair market value at the time the individual's rights to the
shares are freely transferable or are not subject to a substantial risk of
forfeiture. The alternative minimum tax is payable only if the alternative
minimum tax exceeds the regular income tax liability.
The provision of Section 401(a) of the Code, relating to "qualified"
pension, profit sharing and stock bonus plans, do not apply to the options or
underlying shares covered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed on
for the Company by Gary A. Agron, 5445 DTC Parkway, Suite 520, Englewood,
Colorado 80111.
8
<PAGE>
Mr. Agron is a director of the Company and owns 55,000 shares of its Common
Stock and options to purchase an additional 15,500 shares including 12,500
options granted under the Plan.
EXPERTS
The financial statements of the Company incorporated by reference in the
Company's Annual Report on Forms 10K and 10KSB for the years ended September 30,
1994 and 1995 and the transition period ended December 31, 1995 have been
audited by AJ. Robbins, P.C., as set forth in their report included therein and
incorporated herein by reference. The financial statements referred to above are
incorporated herein by reference in reliance upon such report and upon the
authority of such firm as experts in auditing and accounting.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Registrant's Annual Report on Forms 10K and 10KSB for the years
ended September 30, 1994 and 1995 and the transition period ended
December 31, 1995 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1996 and June 30, 1996 filed pursuant to Section 13(a)
of the Exchange Act; and
(c) The description of the Registrant's Common Stock that is contained
in the Company's Registration Statement on Form S-1 under the
Securities Act of 1933, as amended (Registration No. 33-40261),
including any amendments or reports filed for the purpose of updating
such descriptions.
(d) All other reports and subsequent reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
All reports and definitive proxy or information statements filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the 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 at the time
of such amendment will be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
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 or in any other subsequently filed document which also is or is
deemed to be incorporated by reference 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.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Gary A. Agron has acted as the Registrant's securities counsel in
connection with this Registration Statement. Mr. Agron is a director of the
Registrant, owns 55,000 shares of the Registrant's Common Stock and holds
options to purchase 12,500 shares at $2.00 per share at any time until October
2000 and 3,000 shares at $1.70 per share until December 2005.
Item 6. Indemnification of Directors and Officers.
Article IX of the Registrant's Articles of Incorporation provides as
follows:
"ARTICLE IX"
INDEMNIFICATION OF DIRECTORS
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability to the Corporation or to its
shareholders for monetary damages for (i) any breach of the directors' duty of
loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) acts specified in Section 7-5-114 of the Colorado Corporation Code;
or (iv) any transaction from which the director derived an improper personal
benefit.
If the Colorado Corporation Code is hereafter amended to authorize the
further elimination or limitation of the liability of a director, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Colorado Corporation Code, as so amended.
Any repeal or modification of the foregoing provisions of this Article by
the shareholders of the Corporation shall not affect adversely any right or
protection of a director of the Corporation in respect of any acts or omissions
of such director occurring prior to the time of such repeal or modification."
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a list of Exhibits filed as part of the Registration
Statement:
4. 1991 Directors' Stock Option Plan
II-2
<PAGE>
4.1 Form of Directors' Stock Option Agreement under the Directors'
Stock Option Plan
5. Opinion of Gary A. Agron
24. Consent of AJ. Robbins, P.C., independent certified public
accountants
Item 9. Undertakings
The 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; to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (2) 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
Registration Statement; (3) that, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (4) 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 Plan.
The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, 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 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 against the
Registrant 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 juris-diction 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-3
<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 Westminster, State of Colorado, on this 8th day of
October, 1996.
U.S. PAWN, INC.
By: /S/ MELVIN WEDGLE
-----------------------------------------
Melvin Wedgle, Chief Executive Officer 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.
Signature Title Date
/S/ MELVIN WEDGLE
- --------------------------- Chief Executive Officer, October 8, 1996
Melvin Wedgle President and Director
(Principal Executive
Officer)
/S/ CHARLES C. VAN GUNDY
- --------------------------- Vice President of Finance October 8, 1996
Charles C. Van Gundy (Chief Financial and Principal
Accounting Officer), Secretary
and Director
/S/ GARY A. AGRON
- --------------------------- Director October 8, 1996
Gary A. Agron
/S/ DANIEL B. RUDDEN
- --------------------------- Director October 8, 1996
Daniel B. Rudden
/S/ STANLEY M. EDELSTEIN
- --------------------------- Director October 8, 1996
Stanley M. Edelstein
/S/ LARRY M. SNYDER
- --------------------------- Director October 8, 1996
Larry M. Snyder
II-4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Page No.
- ----------- ------- --------
4. Directors' Stock Option Plan
4.1 Form of Directors' Stock Option
Agreement under the Directors'
Stock Option Plan
5. Opinion of Gary A. Agron
24. Consent of AJ. Robbins, P.C.,
independent certified public
accountants
II-5
U.S. PAWN, INC.
DIRECTORS' STOCK OPTION PLAN
Article I. Establishment and Purpose
------------------------------------
1.1 Establishment. U.S. Pawn, Inc., a Colorado corporation (the "Company"),
hereby establishes a stock option plan for Directors of the Company, which shall
be known as the Directors' Stock Option Plan (the "Plan"). Although adopted by
the Company on October 21, 1991, the Plan shall also apply to any options
previously granted to Directors so as to bring all Directors' Options under the
provisions of Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Act").
1.2 Purpose. The purpose of this Plan is to enhance stockholder investment
by attracting, retaining and motivating the Company's Directors and to encourage
stock ownership by such Directors by providing a means to acquire a proprietary
interest in the Company.
Article II. Definitions
-----------------------
2.l Definitions. Whenever used herein, the following terms shall have the
respective meanings set forth below, unless the context clearly requires
otherwise, and when said meaning is intended, the term shall be capitalized.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee provided for by Article IV hereof,
which may be created at the discretion of the Board.
(d) "Company" means U.S. Pawn, Inc., a Colorado corporation.
(e) "Date of Exercise" means the date the Company receives notice, by an
Optionee, of the exercise of an Option pursuant to section 8.1 of this
Plan. Such notice shall indicate the number of shares of Stock the Optionee
intends to exercise.
(f) "Employee" means any person, including an officer or director of the
Company who is employed by the Company.
(g) "Fair Market Value" means the fair market value of Stock upon which an
option is granted under this Plan.
<PAGE>
(h) "Management" or "Management Employee" means an executive officer as
that term is defined under the rules and regulations promulgated under the
Securities Act of 1933, as amended.
(i) "Option" means the right, granted under this Plan, to purchase Stock of
the Company at the option price for a specified period of time.
(j) "Optionee" means a Director holding an Option under the Plan.
(k) "Stock" means the no par value common stock of the Company.
2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.
Article III. Eligibility and ParticiPation
------------------------------------------
3.1 Eligibility and Participation. All Directors are eligible to
participate in this Plan and receive Options hereunder.
Article IV. Administration
--------------------------
4.1 Administration. The Board shall be responsible for administering the
Plan.
The Board is authorized to interpret the Plan; to prescribe, amend, and
rescind rules and regulations relating to the Plan; to provide for conditions
and assurances deemed necessary or advisable to protect the interests of the
Company; and to make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. Determinations, interpretations or other actions made or
taken by the Board, pursuant to the provisions of this Plan, shall be final and
binding and conclusive for all purposes and upon all persons.
At the discretion of the Board, this Plan may be administered by a
Committee which shall be an executive committee of the Board, consisting of not
less than three (3) members of the Board. The members of such Committee may be
directors who are eligible to receive Options under this Plan, but Options may
be granted to such persons only by action of the full Board and not by action of
the Committee. Such Committee shall have full power and authority, subject to
the limitations of the Plan and any limitations imposed by the Board, to
construe, interpret and administer this Plan and to make determinations which
2
<PAGE>
shall be final, conclusive and binding upon all persons, including, without
limitation, the Company, the stockholders, the directors and any persons having
any interests in any Options which may be granted under this Plan, and, by
resolution or resolution providing for the creation and issuance of any such
Option, to fix the terms upon which, the time or times at or within which, and
the price or prices at which any such shares may be purchased from the Company
upon the exercise of such Option, which terms, time or times and price or prices
shall, in every case, be set forth or incorporated by reference in the
instrument or instruments evidencing such Option, and shall be consistent with
the provisions of the Plan.
The Board may from time to time remove members from or add members to, the
Committee. The Board may terminate the Committee at any time. Vacancies on the
Committee, howsoever caused, shall be filled by the Board. The Committee shall
select one of its members as Chairman, and shall hold meetings at such times and
places as the Chairman may determine. A majority of the Committee at which a
quorum is present, or acts reduced to or approved in writing by all of the
members of the Committee, shall be the valid acts of the Committee. A quorum
shall consist of two-thirds (2/3) of the members of the Committee.
Where the Committee has been created by the Board, references herein to
actions to be taken by the Board shall be deemed to refer to the Committee as
well, except where limited by this Plan or by the Board.
The Board shall have all of the enumerated powers of the Committee but
shall not be limited to such powers. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option granted under it.
4.2 Special Provisions for Grants to Directors. Rule 16b-3 under the Act
provides that the grant of a stock option to a director or officer of a company
subject to the Act will be exempt from the provisions of section 16(b) of the
Act if the conditions set forth in said Rule are satisfied. Unless otherwise
specified by the Board, grants of Options hereunder to Directors of the Company
shall be made in a manner that satisfies the conditions of said Rule and shall
in all respects conform with the requirements of Section 16(b) of the Act.
Article V. Stock Subject to the Plan
------------------------------------
5.1 Number. The total number of shares of Stock hereby made available and
reserved for issuance under the Plan shall not exceed 350,000. The aggregate
number of shares of Stock available under this Plan shall be subject to
adjustment as provided in section 5.3. The total number of shares of Stock may
3
<PAGE>
be authorized but unissued shares of Stock, or shares acquired by purchase as
directed by the Board from time to time in its discretion, to be used for
issuance upon exercise of Options granted hereunder.
5.2 Unused Stock. If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares of Stock subject
thereto shall (unless the Plan shall have terminated) become available for other
Options under the Plan.
5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, reclassification or other similar corporate change, the
aggregate number of shares of Stock set forth in section 5.1 shall be
appropriately adjusted by the Board, whose determination shall be conclusive;
provided, however, that fractional shares shall be rounded to the nearest whole
share. In any such case, the number and kind of shares that are subject to any
Option (including any Option outstanding after termination of employment) and
the Option price per share shall be proportionately and appropriately adjusted
without any change in the aggregate Option price to be paid therefor upon
exercise of the Option.
Article VI. Duration of the Plan
--------------------------------
6.1 Duration of the Plan. The Plan shall be in effect for ten years from
the date hereof. Any Options outstanding at the end of said period shall remain
in effect in accordance with their terms. The Plan shall terminate before the
end of said period, if all Stock subject to it has been purchased pursuant to
the exercise of Options granted under the Plan.
Article VII. Terms of Stock Options
-----------------------------------
7.1 Grant of Options. Subject to section 5.1, Options may be granted to
Directors at any time and from time to time as determined by the Board. The
Board shall have complete discretion in determining the number of Options
granted to each Optionee. In making such determinations, the Board may take into
account the nature of services rendered by such Directors, their present and
potential contributions to the Company, the financial results of the Company and
such other factors as the Board in its discretion shall deem relevant.
The Board is expressly given the authority to issue amended or replacement
Options with respect to shares of Stock subject to an Option previously granted
hereunder. An amended Option amends the terms of an Option previously granted
and thereby supersedes the previous Option. A replacement Option is similar to a
4
<PAGE>
new Option granted hereunder except that it provides that it shall be forfeited
to the extent that a previously granted Option is exercised, or except that its
issuance is conditioned upon the termination of a previously granted Option.
7.2 Option Agreement; Terms and Conditions to Apply Unless Otherwise
Specified. As determined by the Board on the date of grant, each Option shall be
evidenced by an Option agreement (the "Option Agreement") that includes the
nontransferability provisions required by section 10.1 hereof and specifies: the
Option price; the duration of the Option; the number of shares of Stock to which
the Option applies; any vesting or exercisability restrictions which the Board
may impose; and any other terms or conditions which the Board may impose. All
such terms and conditions shall be determined by the Board at the time of grant
of the Option.
If not otherwise specified by the Board, the following terms and conditions
shall apply to Options granted under the Plan:
(a) Term. The duration of the Option shall be five (5) years from the date
of grant.
(b) Exercise of Option. Unless an Option is terminated as provided
hereunder, an Optionee may exercise his Option in whole or in part at any
time after the date of grant.
The Board shall be free to shorten or lengthen the terms set forth above,
in its discretion.
All Option Agreements shall incorporate the provisions of this Plan by
reference.
7.3 Option Price. No Option granted pursuant to this Plan shall have an
Option price that is less than the Fair Market Value of Stock on the date the
Option is granted.
7.4 Term of Options. Each Option shall expire at such time as the Board
shall determine when it is granted, provided, however, that no Option shall be
exercisable later than the fifth anniversary date of its grant.
7.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall in each instance approve, which need not be the same for all
Optionees.
7.6 Payment. Payment for all shares of Stock shall be made at the time that
an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment therefor has been made. Payment shall be made (i) in cash, or
(ii) if acceptable to the Board, in Stock or in some other form.
5
<PAGE>
Article VIII. Written Notice. Issuance of
Stock Certificates Stockholder Privileges
------------------------------------------------------------
8.1 Written Notice. An Optionee wishing to exercise an Option shall give
written notice to the Company, in the form and manner prescribed by the Board.
Full payment for the shares exercised pursuant to the Option must accompany the
written notice.
8.2 Issuance of Stock Certificates. As soon as practicable after the
receipt of written notice and payment, the Company shall deliver to the Optionee
or to a nominee of the Optionee a certificate or certificates for the requisite
number of shares of Stock.
8.3 Privileges of a Stockholder. An Optionee or any other person entitled
to exercise an Option under this Plan shall not have stockholder privileges with
respect to any Stock covered by the Option until the date of issuance of a stock
certificate for such stock.
Article IX. Termination of Employment or Services
-------------------------------------------------
All Options granted under this Plan shall be subject to the following
termination provisions:
9.1 Death. If an Optionee's services as a Director terminate by reason of
death, the Option may thereafter be exercised at any time prior to the
expiration date of the Option or within 12 months after the date of such death,
whichever period is the shorter, by the person or persons entitled to do so
under the Optionee's will or, if the Optionee shall fail to make a testamentary
disposition of an Option or shall die intestate, the Optionee's legal
representative or representatives. The Option shall be exercisable only to the
extent that such Option was exercisable as of the date of death.
9.2 Termination Other Than For Cause or Due to Death. In the event of an
Optionee's termination as a Director, other than by reason of death, the
Optionee may exercise his Option at any time within one month of such
termination. In any event, the Option cannot be exercised after the expiration
of the term of the Option. Options not exercised within the applicable period
specified above shall terminate.
6
<PAGE>
Article X. Rights of Optionees
------------------------------
10.1 NontransferabilitY. Options granted under this Plan shall be
nontransferable by the Optionee, other than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee's lifetime only by
the Optionee.
Article XI. Acquisition Merger and Liquidation
----------------------------------------------
11.1 Acquisition. In the event that an Acquisition occurs with respect to
the Company, the Company shall have the option, but not the obligation, to
cancel Options outstanding as of the effective date of Acquisition, whether or
not such Options are then exercisable, in return for payment to the Optionees of
an amount equal to a reasonable estimate of an amount (hereinafter the "Spread")
equal to the difference between the net amount per share payable in the
Acquisition, or as a result of the Acquisition, less the exercise price of the
Option. In estimating the Spread, appropriate adjustments to give effect to the
existence of the Options shall be made, such as deeming the Options to have been
exercised, with the Company receiving the exercise price payable thereunder, and
treating the shares receivable upon exercise of the Options as being outstanding
in determining the net amount per share. For purposes of this section, an
"Acquisition" shall mean any transaction in which substantially all of the
Company's assets are acquired or in which a controlling amount of the Company's
outstanding shares are acquired, in each case by a single person or entity or an
affiliated group of persons and/or entities. For purposes of this section a
controlling amount shall mean more than 50% of the issued and outstanding shares
of stock of the Company. The Company shall have such an option regardless of how
the Acquisition is effectuated, whether by direct purchase, through a merger or
similar corporate transaction, or otherwise. In cases where the acquisition
consists of the acquisition of assets of the Company, the net amount per share
shall be calculated on the basis of the net amount receivable with respect to
shares upon a distribution and liquidation by the Company after giving effect to
expenses and charges, including but not limited to taxes, payable by the Company
before the liquidation can be completed.
Where the Company does not exercise its option under this section 11.1, the
remaining provisions of this Article XIII shall apply, to the extent applicable.
11.2 Merger or Consolidation. Subject to any required action by the
stockholders, if the Company shall be the surviving corporation in any merger or
consolidation, any Option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled in such merger or consolidation.
7
<PAGE>
11.3 Other Transactions. A dissolution or a liquidation of the Company or a
merger and consolidation in which the Company is not the surviving corporation
shall cause every Option outstanding hereunder to terminate as of the effective
date of such dissolution, liquidation, merger or consolidation. However, the
Optionee either (i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the Optionee
an option (the "Substitute Option") to purchase its shares on terms and
conditions both as to number of shares and otherwise, which will substantially
preserve to the Optionee the rights and benefits of the Option outstanding
hereunder granted by the Company, or (ii) shall have the right immediately prior
to such dissolution, liquidation, merger, or consolidation to exercise any
unexercised Options whether or not then exercisable, subject to the provisions
of this Plan. The Board shall have absolute and uncontrolled discretion to
determine whether the optionee has been offered a firm commitment and whether
the tendered Substitute Option will substantially preserve to the Optionee the
rights and benefits of the Option outstanding hereunder.
Article XII. Securities Registration
------------------------------------
12.1 Securities Registration. In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as amended,
or any other applicable statute, any Options or any Stock with respect to which
an Option may be or shall have been granted or exercised, or to qualify any such
Options or Stock under the Securities Act of 1933, as amended, or any other
statute, then the Optionee shall cooperate with the Company and take such action
as is necessary to permit registration or qualification of such Options or
Stock.
Unless the Company has determined that the following representation is
unnecessary, each person exercising an Option under the Plan may be required by
the Company, as a condition to the issuance of the shares pursuant to exercise
of the Option, to make a representation in writing (a) that he is acquiring such
shares for his own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof, (b) that before any
transfer in connection with the resale of such shares, he will obtain the
written opinion of counsel for the Company, or other counsel acceptable to the
Company, that such shares may be transferred. The Company may also require that
the certificates representing such shares contain legends reflecting the
foregoing.
8
<PAGE>
Article XIII. Tax Withholding
-----------------------------
13.1 Tax Withholding. Whenever shares of Stock are to be issued in
satisfaction of Options exercised under this Plan, the Company shall have the
power to require the recipient of the Stock to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements.
Article XIV. Indemnification
----------------------------
14.1 Indemnification. To the extent permitted by law, each person who is or
shall have been a member of the Board shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of judgment in any such
action, suit or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's articles of incorporation
or bylaws, as a matter of law, or otherwise, or any power that the Company or
any Subsidiary Corporation may have to indemnify them or hold them harmless.
Article XV. Requirements of Law
-------------------------------
15.1 Requirements of Law. The granting of Options and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
15.2 Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the state of Colorado.
Article XVI. Effective Date of Plan
-----------------------------------
16.1 Effective Date. The Plan shall be effective as of October 16, 1989,
the date the Company's shareholders first ratified issuances of Options to the
Company's Directors.
9
<PAGE>
Article XVII. No Obligation to Exercise Option
----------------------------------------------
17.1 No Obligation to Exercise. The granting of an Option shall impose no
obligation upon the holder thereof to exercise such Option.
Dated at Denver, Colorado, October 21, 1991.
U.S. PAWN, INC.
By: /S/ MELVIN WEDGLE
-------------------------------------
Melvin Wedgle, President
10
U.S. PAWN, INC.
DIRECTORS' STOCK OPTION AGREEMENT
Between:
U.S. PAWN, INC. (the "Company") and ...........................................
(the "Optionee") dated ...................................
The Company hereby grants to the Optionee an option (the "Option") to
purchase shares of the Company's common stock under the U.S. Pawn Inc.
Directors' Stock Option Plan (the "Plan") upon the following terms and
conditions:
1. Purchase Price. The purchase price of the stock shall be ......... per
share, which is not less than the fair market value of the stock on the date of
this Agreement.
2. Non-Statutory Option. The Option shall be a NonStatutory Option.
3. Period of Exercise. The Option will expire five years from the date of
this Agreement and may be exercised in whole or in part during that period. The
Option may be exercised only while the Optionee is a Director of the Company and
as provided in Section 5, dealing with termination of services.
4. Transferability. This Option is not transferable except by will or the
laws of descent and distribution and may be exercised during the lifetime of the
Director only by him or her.
5. Termination of Services. In the event Optionee terminates as a Director
of the Company, for whatever reason, this Option must be exercised within one
month after the date of such termination; provided, however, that:
(a) If the Optionee dies, the Option may be exercised by his legal
representative or by a person who acquired the right to exercise such
option by bequest or inheritance or by reason of the death of the Optionee,
at any time within one year after the date of the Optionee's death.
(b) In no event (including the death of the Director) may this Option be
exercised more than five years from the date hereof.
6. Investment Representation; Legend. The Optionee represents and agrees
that all shares of common stock purchased under this Agreement will be purchased
for investment purposes only and not with a view to distribution or resale. The
Company may require that an appropriate legend be inscribed on the face of any
certificate issued under this Agreement, indicating that transfer of the shares
is restricted, and may place an appropriate stop transfer order with the
Company's transfer agent with respect to such shares.
<PAGE>
7. Method of Exercise. The Option may be exercised, subject to the terms
and conditions of this Agreement, by written notice to the Company. The notice
shall be in the form attached to this Agreement and will be accompanied by
payment (in such form as the Company may specify) of the full purchase price of
the shares to be issued. The Company will issue and deliver certificates
representing the number of shares purchased under the Option, registered in the
name of the Optionee as soon as practicable after receipt of the notice.
8. Incorporation of Plan. This Agreement is made pursuant to the provisions
of the Plan, which Plan is incorporated by reference herein. Terms used herein
shall have the meaning employed in the Plan, unless the context clearly requires
otherwise. In the event of a conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall govern.
9. This Agreement is executed ............................, 1991.
U.S. PAWN, INC.
By: /S/ MELVIN WEDGLE
-----------------------------------
Melvin Wedgle, President
ACCEPTED:
- -----------------------------------
Optionee
2
<PAGE>
U.S. PAWN, INC.
NOTICE OF EXERCISE OF DIRECTOR STOCK OPTION
To: Compensation Committee
U.S. Pawn, Inc.
2246 Larimer Street
Denver, Colorado 80205
I hereby exercise my Option dated ....................... to purchase
............... shares of no par value common stock of the Company at the option
exercise price of $ ............ per share. Enclosed is a certified or cashier's
check in the total amount of $ ........... , or payment in such other form as
the Company has specified.
I represent to you that I am acquiring said shares for investment purposes
and not with a view to any distribution thereof. I understand that my stock
certificate may bear an appropriate legend restricting the transfer of my shares
and that a stock transfer order may be placed with the Company's transfer agent
with respect to such shares.
I request that my shares be issued in my name as follows:
- --------------------------------------------------------------------------------
(Print your name in the form in which you
wish to have the shares registered)
- --------------------------------------------------------------------------------
(Social Security Number)
- --------------------------------------------------------------------------------
(Street and Number)
- --------------------------------------------------------------------------------
(City) (State) (Zip Code)
Dated: , 19 .
--------- ----
Signature:
---------------------------
EXHIBIT 5
---------
Law Office of Gary A. Agron
5445 DTC Parkway
Suite 520
Englewood, Colorado 80111
Telephone (303) 770-7254
Facsimile (303) 770-7257
October 8, 1996
U.S. Pawn, Inc.
7215 Lowell Boulevard
Westminster, Colorado 80030
Re: Opinion and Consent
Directors' Stock Option Plan
Gentlemen:
We have assisted in the preparation and filing by U.S. Pawn, Inc. (the
"Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission, relating to up to
50,000 shares of no par value Common Stock (the "Option Shares"), of the Company
issuable upon exercise of options granted under the Company's Directors' Stock
Option Plan (the "Plan").
We have examined such records and documents and have made such examination
of laws as we considered necessary to form a basis for the opinions set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon and subject to the foregoing we are of the opinion that the
Option Shares have been duly authorized and reserved for issuance and such
Option Shares, when issued in accordance with the terms of the Plan against
payment therefor, will be duly and validly issued, fully paid and nonassessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act of 1933, as amended, and applicable state
laws relating to the offer and sales of securities.
We consent to the filing of a copy of this option in the Registration
Statement and the use of our opinion in connection therewith.
Very truly yours,
/s/ GARY A. AGRON
------------------------------------
Gary A. Agron
EXHIBIT 24
----------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8 of U.S. Pawn, Inc.
("Registration Statement") of our report dated March 18, 1996, included in U.S.
Pawn, Inc.'s Form 10-KSB for the year ended December 31, 1995, and to all
references to our firm included in this Registration Statement.
AJ. ROBBINS, P.C.
Denver, Colorado
October 8, 1996
