As filed with the Securities and Exchange Commission on April 21, 1997.
Registration No. 333-13683
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE
AMENDMENT NO. 1
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
--------------------------------------
(Name, address, including zip code, and
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 75,000 $4.375 $328,125 $100(3)
=============================================================================================================
</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 75,000 shares are issuable under the Plan at an offering price per
share based upon the closing price of the Common Stock on NASDAQ on April 16,
1997 of $4.375 per share.
(3) On October 8, 1996, the Registrant registered 50,000 shares issuable
under the Plan. This Post-Effective Amendment No. 1 registers an additional
25,000 shares issuable under the Plan, for a total of 75,000 shares registered.
Previously, a filing fee of $91.38 was paid. Accordingly, an additional filing
fee of $9.00 is paid herewith.
ii
<PAGE>
<TABLE>
<CAPTION>
U.S. PAWN, INC.
PART I
Cross Reference Sheet Required by Item 501
Item in Form S-8 Caption In Prospectus
---------------- ---------------------
<S> <C> <C>
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)
</TABLE>
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>
75,000 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 75,000 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 75,000 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 April 21, 1997.
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................................................ 6
APPLICABLE SECURITIES LAW RESTRICTIONS................................. 7
TAX CONSEQUENCES....................................................... 8
LEGAL MATTERS.......................................................... 9
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 18 pawnshops located in Colorado, Wyoming and Nevada. 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 as of February 28, 1997. 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.
<TABLE>
<CAPTION>
Number of
Shareholdings Shares Which
Name of Selling Stockholder Number Percent May Be Sold
- --------------------------- ------ ------- -----------
<S> <C> <C> <C>
Melvin Wedgle(1)(2)(4) 613,638 15.8% 12,500
Gary A. Agron(1)(4) 56,750 1.4% 12,500
Stanley M. Edelstein(3)(4) 20,500 * 12,500
Charles C. Van Gundy(5) 31,750 * 12,500
Larry M. Snyder(6) 20,500 * 12,500
</TABLE>
- ----------
* Less than 1%
(1) Includes currently exercisable stock options to purchase 12,500 shares held
by Messrs. Wedgle and Agron 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 220,000 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 8,000 shares at
$1.70 per share until December 28, 2005.
(5) Includes currently exercisable options to purchase 10,000 shares at $2.06
per share until March 24, 2005, 12,500 at $4.38 per share until January 16,
2007, 8,000 shares at $1.70 per share until December 28, 2005 and 1,250 at
$5.12 per share until January 20, 2000.
(6) Includes currently exercisable options to purchase 12,500 shares at $4.38
per share until January 16, 2007 and 8,000 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.
5
<PAGE>
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
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 75,000 shares of the Company's authorized but unissued Common
Stock have been reserved for issuance pursuant to the Plan of which 62,500 are
currently outstanding at exercise prices ranging from $2.00 to $4.38 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.
6
<PAGE>
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.
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 75,000 shares may be issued under the Plan. The Company has
authorized 30,000,000 shares, of which 3,668,446 shares are outstanding as of
April 15, 1997. 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.
7
<PAGE>
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.
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.
8
<PAGE>
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. Mr. Agron is a director of the Company and owns 36,250 shares of
its Common Stock and options to purchase an additional 20,500 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 10KSB for the year ended September 30, 1995,
the transition period ended December 31, 1995 and the year ended December 31,
1996 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 year
ended September 30, 1995, the transition period ended December 31, 1995 and
the year ended December 31, 1996 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, June 30, 1996 and September 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 36,250 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 8,000 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(1)
II-2
<PAGE>
4.1 Form of Directors' Stock Option Agreement under the Directors' Stock
Option Plan(1)
5. Opinion of Gary A. Agron(1)
24. Consent of AJ. Robbins, P.C., independent certified public
accountants(1)
24.1 Consent of AJ. Robbins, P.C., independent certified public accountants
(1) Previously filed on October 8, 1996.
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 18th day of
April, 1997.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Melvin Wedgle Chief Executive Officer, April 18, 1997
- ------------------------------------
Melvin Wedgle President and Director
(Principal Executive
Officer)
/s/ Charles C. Van Gundy Vice President of Finance April 18, 1997
- ------------------------------------
Charles C. Van Gundy (Chief Financial and Principal
Accounting Officer), Secretary
and Director
/s/ Gary A. Agron Director April 18, 1997
- ------------------------------------
Gary A. Agron
- ------------------------------------ Director
Daniel B. Rudden
- ------------------------------------ Director
Stanley M. Edelstein
/s/ Larry M. Snyder Director April 18, 1997
- ------------------------------------
Larry M. Snyder
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
4. 1991 Directors' Stock Option Plan(1)
4.1 Form of Directors' Stock Option Agreement under the Directors' Stock
Option Plan(1)
5. Opinion of Gary A. Agron(1)
24. Consent of AJ. Robbins, P.C., independent certified public
accountants(1)
24.1 Consent of AJ. Robbins, P.C., independent certified public accountants
(1) Previously filed on October 8, 1996.
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EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 of U.S. Pawn, Inc. ("Registration Statement") of our report dated
February 13, 1997, included in U.S. Pawn, Inc.'s Form 10-KSB for the year ended
December 31, 1996, and to all references to our firm included in this
Registration Statement.
AJ. ROBBINS, P.C.
Denver, Colorado
April 17, 1997
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