As filed with the Securities and Exchange Commission on August 2, 2000.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S. Pawn, Inc.
(Exact name of Registrant as specified in its charter)
----------------
Colorado 84-0819941
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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7215 Lowell Blvd., Westminster, Colorado 80030
(Address and zip code of principal executive offices)
1988 Employee Incentive Stock Option Plan
(Full title of the plan)
Charles C. Van Gundy, Chief Executive Officer
7215 Lowell Blvd.
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-2
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================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Security Price
--------------------------------------------------------------------------------
Common Stock, 105,000 Shares $1.00 (3) $105,000 (3) $28.00 (1)
No par value (1) (2)
================================================================================
(1) On Sept. 11, 1991, the Registrant filed its initial Registration
Statement on Form S-8, registering 500,000 shares underlying its 1988 Employee
Incentive Stock Option Plan ("Plan") and paying a filing fee of $105. (The
Registrant's outstanding common stock was subsequently reverse split on the
basis of one share for each four shares outstanding, reducing the number of
stock options from 500,000 to 125,000). On July 25, 1995, Registrant registered
an additional 150,000 shares underlying the Plan. This Registration Statement on
Form S-8 registers an additional 105,000 shares reserved for issuance under the
Plan, for which the Registrant is paying an additional filing fee of $28.00.
(2) This Registration Statement on Form S-8, pursuant to Rule 416, covers
any additional shares of no par value Common Stock ("shares") which become
issuable under the 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.
(3) 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 105,000 additional shares have been authorized for issuance under the
Plan at an offering price per share based upon the closing price of the Common
Stock on the Nasdaq SmallCap Market on August 23, 2000, of $1.00 per share.
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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; Selling Stockholders;
Description of the Plan; Tax Consequences
2. Registrant Information and
Employee Plan Annual
Information...................... Available Information
3. Incorporation of Documents
by Reference..................... Incorporation by Reference
4. Description of Securities........ Description of the Plan
5. Interests of Named Experts
and Counsel...................... Legal Matters
6. Indemnification of
Directors and Officers........... Indemnification of Directors and Officers
--Part II
7. Exemption from Registration
Claimed.......................... Not Applicable
8. Exhibits......................... See Part II, Item 8
9. Undertakings..................... 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.
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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 1988
Employee Incentive Stock Option Plan by directors of the Registrant, as defined
in Rule 405 under the Securities Act of 1933, as amended.
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380,000 SHARES OF
COMMON STOCK
U.S. Pawn, Inc.
---------------
1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN
---------------
This reoffer prospectus relates to the offering by U.S. Pawn, Inc. and our
employees, some of whom may be officers, directors and consultants, of up to
380,000 shares, subject to adjustment in certain circumstances, of our no par
value common stock, purchasable by our employees, officers, directors and
consultants under common stock options issued under our 1988 Employee Incentive
Stock Option Plan. As of the date hereof, all 262,167 options issued under our
Plan are outstanding.
---------------
This Prospectus will also be used by our non-affiliates as well as persons
who are "affiliates," as that term is defined under the Securities Act of 1933,
to effect resales of the shares. We will receive no part of the proceeds of any
such sales although we will receive the exercise price of the options.
---------------
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 us. The delivery of this prospectus
at any time does not imply that the information herein is correct as of the time
subsequent to this date.
---------------
The date of this prospectus is August ____, 2000.
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AVAILABLE INFORMATION
We are 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 file reports and other
information with the Securities and Exchange Commission. Reports and other
information filed by us 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 also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street N.W., Washington,
D.C. 20549 at prescribed rates and on the Commission's website at www.sec.gov.
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"USPN."
We furnish annual reports to our shareholders which include audited
financial statements. We may furnish such other reports as may be authorized,
from time to time, by our Board of Directors.
INCORPORATION BY REFERENCE
Certain documents have been incorporated by reference into this prospectus,
either in whole or in part. We will provide without charge (1) 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 (2) documents and
information required to be delivered to our employees pursuant to Rule 428(b).
Requests for such information shall be addressed to us at 7215 Lowell Blvd.,
Westminster, Colorado 80030, (303) 657-3550.
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TABLE OF CONTENTS
-----------------
INTRODUCTION ............................................................... 4
SELLING STOCKHOLDERS ....................................................... 4
METHOD OF SALE ............................................................. 4
SEC POSITION REGARDING INDEMNIFICATION ..................................... 5
DESCRIPTION OF THE PLAN .................................................... 5
APPLICABLE SECURITIES LAW RESTRICTIONS ..................................... 6
TAX CONSEQUENCES ........................................................... 7
LEGAL MATTERS .............................................................. 8
EXPERTS .................................................................... 8
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INTRODUCTION
We are engaged in acquiring, establishing and operating pawn shops that
lend money on the security of pledged tangible personal property, a transaction
commonly referred to as a "pawn loan." Pawn shops provide a convenient source of
consumer loans and a ready market for the resale of previously-owned merchandise
acquired by us when customers do not repay pawn loans. We receive a pawn service
charge to compensate us for the pawn loan. The pawn service charge is calculated
as a percentage of the pawn loan amount based on the size and term of the pawn
loan, in a manner similar to which interest is charged on a loan. The pledged
property is held through the term of the pawn loan contract, which is generally
30 to 120 days, unless otherwise earlier paid or renewed. In the event the
customer does not redeem the pledged property or renew the pawn loan, the
unredeemed collateral is forfeited to us and becomes inventory available for
sale in our pawn shops.
SELLING STOCKHOLDERS
This prospectus covers possible sales by our officers and directors, as
well as employees whose names are not included herein, of shares they acquire
through exercise of options granted under the Plan. The names of these officers
and 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. The stockholders
listed below have sole voting and investment powers with respect to the shares.
Their addresses are in care of us.
Number of
Name of Selling Shareholdings Shares Offered
Stockholder Number Percent for Sale (1)
----------- ------ ------- ------------
Charles C. Van Gundy 321,750 8.9% 96,250
Ronald A. Mitola 120,000 3.5% 120,000
(1) Represents shares underlying stock options issued under the Plan.
METHOD OF SALE
Sales of the shares offered by this prospectus will be made on the Nasdaq
SmallCap Market where our common stock is listed for trading, in other markets
where our common stock may be traded, or in negotiated transactions. Sales will
be at prices current when the sales take place and will generally involve
payment of customary brokers' commissions. There is no present plan of
distribution.
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SEC POSITION REGARDING INDEMNIFICATION
Our Articles 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,
our best interests 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 us under the provisions described above, we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
DESCRIPTION OF THE PLAN
In December 1988, our stockholders approved our 1988 Employee Incentive
Stock Option Plan for the benefit of our employees, officers, directors and
consultants. We believe that the Plan provides an incentive to individuals to
act as employees, officers, directors and consultants and to maintain a
continued interest in our operations and future. An aggregate of 275,000 options
are qualified stock options and 105,000 are non-qualified stock options.
The terms of the Plan provide that we are authorized to grant options to
purchase shares of common stock, which we refer to as "options" or "option
shares" to our employees, officers, directors and consultants upon the majority
consent of our Board of Directors acting as a stock option committee. Any
employee, officer, director or consultant is eligible to receive options under
the Plan. The option price to be paid by optionees for shares may be less than
the fair market value of the options shares as reported by the Nasdaq SmallCap
Market on the date of the grant, and fair market value is defined as the mean
price between the bid and offer prices on the grant date. Options must be
exercised within 10 years following the date of grant (or sooner at the
discretion of the Board of Directors), and the optionee must exercise options
during service to us, or within three months of termination of such service, 12
months in the event of death on disability. In the event an optionee is
terminated for cause, the option terminates immediately. The Board of Directors
may set and thereafter accelerate the times at which the options are exercisable
or extend the termination date of any options.
In December 1988, a total of 500,000 shares of our authorized but unissued
common stock were reserved for issuance under the Plan which was reduced to
125,000 options following a one share for four shares reverse stock split in
July 1993. Subsequently, in July 2000 we authorized the issuance of an
additional 105,000 shares for issuance under the Plan. A total of 262,167
options are currently outstanding at exercise prices ranging from $1.13 to $5.13
per 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.
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The Plan is administered by our Board of Directors, which has the power to
interpret the Plan, determine which persons are to be granted options and the
amount of such options.
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 us from
authorized shares.
Payment for shares must be made by optionees in cash from their own funds.
No payroll deductions or other installment plans have been established. No
reports will be made to optionees under the Plan except in the form of updated
information for the prospectus.
There are no assets administered under the Plan and, accordingly, no
investment information is furnished.
Shares issuable under the Plan may be sold in the open market, without
restrictions, as free trading securities. 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 September 2003, but may be terminated
or extended by our Board of Directors. Additional information concerning the
Plan and its administrators may be obtained from us at the address and telephone
number indicated under "Incorporation by Reference" above.
APPLICABLE SECURITIES LAW RESTRICTIONS
If the Plan 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. Our 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
anti-fraud 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 380,000 shares may be issued under the Plan. We have authorized
30,000,000 shares of common stock of which 3,327,785 shares were outstanding as
of December 31, 1999. 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 our shareholder. Shareholders do not have the right to cumulate
their votes for the election of directors.
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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 issuance of the shares
pursuant to exercise of the options, then there will not be any federal income
tax consequences to us 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 upon
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 we 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 our deduction.
Our 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 our deduction would not exceed the excess (if any) of the amount
realized on such sale or exchange over the adjusted basis of such shares. We
expect that optionees will be required to exercise their options within ten
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.
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LEGAL MATTERS
The validity of the shares of common stock offered hereby upon exercise of
options have been passed on for us by Gary A. Agron, 5445 DTC Parkway, Suite
520, Englewood, Colorado 80111. Mr. Agron is a director of our company and owns
6,000 of our shares and 30,500 of our immediately exercisable stock options.
EXPERTS
Our financial statements which were incorporated by reference to our Annual
Report on Form 10K-SB for the years ended December 31, 1999, were audited by
Erhardt Keefe Steiner & Hottman, independent public accountants and are
incorporated herein by reference.
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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 Form 10K-SB for the year ended
December 31, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Reports on Form 10Q-SB for the three
months ended March 31, 2000 and June 30, 2000, filed pursuant to Section
13(a) of the Exchange Act.
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-18 filed under the Securities
Act of 1933 (the "Securities Act"), (File No. 33-40261), including any
amendments or reports filed for the purpose of updating such description.
(d) The Registrant's Registration Statement on Form S-8 filed under
the Securities Act, File No. 33-42699.
(e) 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.
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Item 5. Interests of Named Experts and Counsel.
Mr. Agron, who has rendered an opinion with respect to the common stock
offered hereby is a director of the Registrant and holds an aggregate of 41,500
shares of common stock and immediately exercisable stock options.
Item 6. Indemnification of Directors and Officers.
Incorporated by reference to the Registrant's Registration Statement on
Form S-18, File No. 33-40261.
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:
5. Opinion of Gary A. Agron.
23. Consent of Erhardt Keefe Steiner & Hottman, 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
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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 jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Westminster, Colorado, on August 25, 2000.
U.S. Pawn, Inc.
By: /s/ Charles C. Van Gundy
----------------------------
Charles C. Van Gundy, Chief Executive Officer
Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed below by the following persons on August 25, 2000.
Signature Title
--------- -----
/s/ Charles C. Van Gundy Chief Executive Officer and
-------------------------------- Chief Financial Officer
Charles C. Van Gundy (Principal Accounting Officer)
/s/ Gary A. Agron Director
--------------------------------
Gary A. Agron
/s/ Jack Skidell Director
--------------------------------
Jack Skidell
/s/ Ross L. Murphy Director
--------------------------------
Ross L. Murphy
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EXHIBIT INDEX
Exhibit No.: Exhibit: Page No.:
------------ -------- ---------
5. Opinion of Gary A. Agron.
23. Consent of Erhardt Keefe Steiner & Hottman,
independent certified public accountants.
II-5
