Attached files
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EX-5.2 - EX-5.2 - Regional Management Corp. | b86265a9exv5w2.htm |
EX-5.1 - EX-5.1 - Regional Management Corp. | b86265a9exv5w1.htm |
EX-23.1 - EX-23.1 - Regional Management Corp. | b86265a9exv23w1.htm |
As filed with
the Securities and Exchange Commission on March 27,
2012.
Registration
No. 333-174245
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Amendment No. 9
to
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Regional Management
Corp.
(Exact Name of Registrant as
Specified in its Charter)
Delaware (State or other jurisdiction of incorporation or organization) |
6141 (Primary Standard Industrial Classification Code Number) |
57-0847115 (I.R.S. Employer Identification No.) |
509 West Butler Road
Greenville, South Carolina 29607
Telephone: (864) 422-8011
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Greenville, South Carolina 29607
Telephone: (864) 422-8011
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Thomas F. Fortin
Chief Executive Officer
Regional Management Corp.
509 West Butler Road
Greenville, South Carolina 29607
Telephone: (864) 422-8011
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Chief Executive Officer
Regional Management Corp.
509 West Butler Road
Greenville, South Carolina 29607
Telephone: (864) 422-8011
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joshua Ford Bonnie Lesley Peng Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 |
Colin J. Diamond White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 |
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable after the
Registration Statement is declared effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller
reporting company)
CALCULATION OF
REGISTRATION FEE
PROPOSED MAXIMUM |
PROPOSED MAXIMUM |
|||||||||||
TITLE OF EACH CLASS OF |
AMOUNT TO BE |
AGGREGATE OFFERING |
AGGREGATE OFFERING |
AMOUNT OF |
||||||||
SECURITIES TO BE REGISTERED | REGISTERED(1) | PRICE PER UNIT(2) | PRICE(1)(2) | REGISTRATION FEE | ||||||||
Common Stock, par value $0.10 per share
|
4,830,000 | $19.00 | $91,770,000 | $10,516.85(3) | ||||||||
(1) | Includes 630,000 shares of common stock subject to the underwriters over-allotment option. | |
(2) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. | |
(3) | Previously paid. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
PART II
INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 13.
Other Expenses of Issuance and Distribution.
The following table sets forth the expenses payable by the
Registrant in connection with the issuance and distribution of
the shares of common stock being registered hereby. All of such
expenses are estimates, other than the filing and listing fees
payable to the Securities and Exchange Commission, the Financial
Industry Regulatory Authority and the New York Stock Exchange.
Filing Fee Securities and Exchange Commission
|
$ | 10,516 | ||
Fee Financial Industry Regulatory Authority,
Inc.
|
9,178 | |||
Listing Fee New York Stock Exchange
|
125,000 | |||
Fees and Expenses of Counsel
|
2,000,000 | |||
Printing Expenses
|
300,000 | |||
Fees and Expenses of Accountants
|
900,000 | |||
Miscellaneous Expenses
|
430,306 | |||
Total
|
$ | 3,775,000 | ||
Item 14.
Indemnification of Directors and Officers.
Section 102(b)(7) of the DGCL allows a corporation to
provide in its certificate of incorporation that a director of
the corporation will not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director, except where the director breached the duty
of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of
Delaware corporate law or obtained an improper personal benefit.
Our amended and restated certificate of incorporation will
provide for this limitation of liability.
Section 145 of the DGCL, or Section 145, provides that
a Delaware corporation may indemnify any person who was, is or
is threatened to be made, party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such
person is or was an officer, director, employee or agent of such
corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the
corporations best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was illegal. A Delaware
corporation may indemnify any persons who were or are a party to
any threatened, pending or completed action or suit by or in the
right of the corporation by reasons of the fact that such person
is or was a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses
(including attorneys fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action or suit, provided such person acted in
good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporations best interests,
provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him
against the expenses which such officer or director has actually
and reasonably incurred.
Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him
in any such capacity, or arising out of his or her status as
such, whether or not the corporation would otherwise have the
power to indemnify him under Section 145.
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Our amended and restated bylaws will provide that we must
indemnify our directors and officers to the fullest extent
authorized by the DGCL and must also pay expenses incurred in
defending any such proceeding in advance of its final
disposition upon delivery of an undertaking, by or on behalf of
an indemnified person, to repay all amounts so advanced if it
should be determined ultimately that such person is not entitled
to be indemnified under this section or otherwise.
The indemnification rights set forth above shall not be
exclusive of any other right which an indemnified person may
have or hereafter acquire under any statute, provision of our
amended and restated certificate of incorporation, our amended
and restated bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
We expect to maintain standard policies of insurance that
provide coverage (1) to our directors and officers against
loss rising from claims made by reason of breach of duty or
other wrongful act and (2) to us with respect to
indemnification payments that we may make to such directors and
officers.
The proposed form of Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement provides for
indemnification to our directors and officers by the
underwriters against certain liabilities.
Item 15.
Recent Sales of Unregistered Securities.
None.
Item 16.
Exhibits and Financial Statement Schedules.
(a) | Exhibit Index |
1 | .1 | Form of Underwriting Agreement* | ||
3 | .1 | Form of Amended and Restated Certificate of Incorporation of the Registrant* | ||
3 | .2 | Form of Amended and Restated Bylaws of the Registrant* | ||
5 | .1 | Opinion of Simpson Thacher & Bartlett LLP regarding validity of the shares of common stock registered | ||
5 | .2 | Opinion of Womble Carlyle Sandridge & Rice LLP | ||
10 | .1 | Form of Amended and Restated Shareholders Agreement* | ||
10 | .2 | Fourth Amended and Restated Loan and Security Agreement, dated as of January 18, 2012, among the lenders named therein, Bank of America, N.A., as the agent, and the Registrant, Regional Finance Corporation of South Carolina, Regional Finance Corporation of Georgia, Regional Finance Corporation of Texas, Regional Finance Corporation of North Carolina, Regional Finance Corporation of Alabama and Regional Finance Corporation of Tennessee, as borrowers* | ||
10 | .3.1 | Senior Subordinated Loan and Security Agreement, dated as of August 25, 2010, by and among the lenders named therein, Palladium Capital Management III, L.L.C., as the agent, and the Registrant, Regional Finance Corporation of South Carolina, Regional Finance Corporation of Georgia, Regional Finance Corporation of Texas, Regional Finance Corporation of North Carolina, Regional Finance Corporation of Alabama and Regional Finance Corporation of Tennessee* | ||
10 | .3.2 | First Amendment and Extension to Senior Subordinated Loan and Security Agreement dated as of January 18, 2012 the lenders named therein, Palladium Capital Management III, L.L.C., as the agent, and the Registrant, Regional Finance Corporation of South Carolina, Regional Finance Corporation of Georgia, Regional Finance Corporation of Texas, Regional Finance Corporation of North Carolina, Regional Finance Corporation of Alabama and Regional Finance Corporation of Tennessee* | ||
10 | .4 | Regional Management Corp. 2007 Management Incentive Plan* | ||
10 | .5 | Form of Regional Management Corp. 2011 Stock Incentive Plan and Forms of Nonqualified Stock Option Agreement* | ||
10 | .6 | Form of Regional Management Corp. Annual Incentive Plan* | ||
10 | .7 | Option Award Agreement with Robert D. Barry, dated as of October 11, 2007* | ||
10 | .8 | Option Award Agreement with Thomas F. Fortin, dated February 26, 2008* | ||
10 | .9 | Option Award Agreement with Robert D. Barry, effective as of April 23, 2008* | ||
10 | .10 | Option Award Agreement with C. Glynn Quattlebaum, dated as of October 11, 2007* | ||
10 | .11 | Employment Agreement, dated as of March 21, 2007, between C. Glynn Quattlebaum and the Registrant; First Amendment, dated as of July 18, 2008; Second Amendment, dated effective as of January 1, 2009; Third Amendment, dated as of April 13, 2010; and Fourth Amendment, dated as of May 17, 2011* | ||
10 | .12 | Employment Agreement, dated as of February 29, 2008, between the Registrant and Thomas F. Fortin; First Amendment to Employment Agreement between the Registrant and Thomas F. Fortin, dated as of July 18, 2008; Second Amendment, dated effective as of January 1, 2009; Third Amendment, dated as of April 13, 2010; and Fourth Amendment, dated as of May 17, 2011* |
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10 | .13 | Letter agreement, dated as of July 1, 2008, between the Registrant and Robert D. Barry; the letter agreement, dated as of April 13, 2010; and the letter agreement, dated as of May 17, 2011* | ||
10 | .14 | Amendment 1, dated as of March 8, 2012 to Employment Agreement between the Registrant and Glynn C. Quattlebaum* | ||
21 | .1 | Subsidiaries of the Registrant* | ||
23 | .1 | Consent of McGladrey & Pullen, LLP | ||
23 | .2 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) | ||
23 | .3 | Consent of Roel C. Campos to be named as a director nominee* | ||
23 | .4 | Consent of Alvaro G. de Molina to be named as a director nominee* | ||
23 | .5 | Consent of Thomas F. Fortin to be named as a director nominee* | ||
23 | .6 | Consent of Carlos Palomares to be named as a director nominee* | ||
23 | .7 | Consent of Womble Carlyle Sandridge & Rice LLP (included as part of Exhibit 5.2) | ||
24 | .1 | Power of Attorney (included on signature page to this Registration Statement)* |
* | Previously filed. |
(b) | Financial Statement Schedules |
None. Financial statement schedules have been omitted since the
required information is included in our consolidated financial
statements contained elsewhere in this registration statement.
ITEM 17.
Undertakings.
(1) | The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
(2) | 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 the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(3) | The undersigned Registrant hereby undertakes that: |
(A) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | |
(B) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Greenville, South Carolina, on the
27th day
of March, 2012.
Regional Management Corp.
By: |
/s/ A.
Michelle Masters
|
Name: A. Michelle Masters
Title: | Senior Vice President, Strategic Development and Corporate Secretary |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on the
27th day
of March, 2012.
Signature
|
Title
|
|||
* David Perez |
Chairman of the Board of Directors | |||
* Richard T. DellAquila |
Director | |||
* Richard A. Godley |
Director | |||
* Jared L. Johnson |
Director | |||
* Erik A. Scott |
Director | |||
* Thomas F. Fortin |
Chief Executive Officer (principal executive officer) |
|||
* Robert D. Barry |
Executive Vice President and Chief Financial Officer (principal financial and accounting officer) |
*By: |
/s/ A.
Michelle Masters |
Name: A. Michelle Masters
Title: Attorney in Fact
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