As filed with the Securities and Exchange Commission on June 19, 2012.
Registration No. 333-180382
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Regional Management Corp.
(Exact name of registrant as specified in its charter)
Delaware | 57-0847115 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
509 West Butler Road
Greenville, South Carolina 29607
Telephone: (864) 422-8011
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Regional Management Corp. 2007 Management Incentive Plan
Regional Management Corp. 2011 Stock Incentive Plan
(Full Titles of the Plans)
Thomas F. Fortin
Chief Executive Officer
Regional Management Corp.
509 West Butler Road
Greenville, South Carolina 29607
Telephone: (864) 422-8011
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Joshua Ford Bonnie
Lesley Peng
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
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.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
On March 27, 2012, Regional Management Corp. (the Company) filed a Registration Statement on Form S-8, File No. 333-180382, for the registration of 1,987,412 shares of the Companys common stock, par value $.10 per share, to be issued under the Regional Management Corp. 2007 Management Incentive Plan and the Regional Management Corp. 2011 Stock Incentive Plan (the Original Registration Statement). This Post-Effective Amendment No. 1 is being filed to correct a typographical error in the file number of the Companys Prospectus incorporated by reference in Part II Item 3 of the Original Registration Statement. This Post-Effective Amendment No. 1 amends only Part II Item 3 and Part II Item 8 of the Original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange Commission (the Commission) by Regional Management Corp. (the Company) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act), are hereby incorporated by reference in this Post-Effective Amendment No. 1 to the Original Registration Statement:
(a) | the Companys Prospectus to be filed with the Commission pursuant to Rule 424(b) of the Securities Act, relating to the registration statement on Form S-1 (File No. 333-174245) (the Form S-1); |
(b) | the Companys registration statement on Form 8-A filed with the Commission pursuant to Section 12(b) of the Securities Act, relating to the Companys common stock; |
(c) | the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2012; and |
(d) | the Companys Current Reports on Form 8-K filed on April 2, 2012 and May 2, 2012 (other than information furnished pursuant to Item 2.02 of the Current Report on Form 8-K). |
All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Post-Effective Amendment No. 1 to the Original Registration Statement and prior to the filing of a post-effective amendment indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Post-Effective Amendment No. 1 to the Original 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 Post-Effective Amendment No. 1 to the Original 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 Post-Effective Amendment No. 1 to the Original Registration Statement.
Item 8. | Exhibits. |
The following exhibits are filed as part of this Post-Effective Amendment No. 1 to the Original Registration Statement:
Exhibit Number |
Description of Document | |
4.1 | Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Form S-1) | |
4.2 | Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Form S-1) |
5.1 | Opinion of Simpson Thacher & Bartlett LLP* | |
10.1 | Regional Management Corp. 2007 Management Incentive Plan (incorporated by reference to Exhibit 10.4 of the Form S-1) | |
10.2 | Regional Management Corp. 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form S-1) | |
23.1 | Consent of McGladrey LLP | |
23.2 | Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1)* | |
24.1 | Power of Attorney* |
* | Previously filed. |
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 Post-Effective Amendment No. 1 to the Original Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenville, State of South Carolina on June 19, 2012.
REGIONAL MANAGEMENT CORP. | ||||
By: | /s/ Thomas F. Fortin | |||
Name: | Thomas F. Fortin | |||
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Original Registration Statement has been signed by the following persons in the capacities indicated on June 19, 2012.
Signature |
Title | |
* |
Chairman of the Board of Directors | |
David Perez | ||
Director | ||
Roel C. Campos |
||
* |
Director | |
Richard T. DellAquila | ||
* |
Director | |
Richard A. Godley | ||
* |
Director | |
Jared L. Johnson | ||
|
Director | |
Alvaro G. de Molina | ||
|
Director | |
Carlos Palomares | ||
* |
Director | |
Erik A. Scott | ||
* 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/ Thomas F. Fortin | |
Attorney in Fact |