EZCORP-Post-EffectiveAmendmenttoFormS-3ASRFileNo333-179379
As filed with the Securities and Exchange Commission on October 4, 2013
Registration No. 333-179379
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EZCORP, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 74-2540145 (I.R.S. Employer Identification Number) |
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1901 Capital Parkway Austin, Texas 78746 (512) 314-3400 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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Name, address, including zip code, and telephone number, including area code, of agent for service: | Copy of communications to: |
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Thomas H. Welch, Jr. Senior Vice President, General Counsel and Secretary EZCORP, Inc. 1901 Capital Parkway Austin, Texas 78746
(512) 314-3400 | Christine A. Hathaway Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201-2975 214-220-7700
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Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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, please 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. 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.
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
TABLE OF ADDITIONAL REGISTRANTS
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Exact Name of Subsidiary Guarantor (1) | | State or
Other
Jurisdiction
of
Incorporation
or Formation | | IRS Employer
Identification
Number |
CCV Americas, LLC | | Delaware | | 45-3060905 |
CCV Pennsylvania, Inc. | | Delaware | | 45-3061766 |
CCV Virginia, Inc. | | Delaware | | 45-3061077 |
Change Capital, Inc. | | Delaware | | 45-2779029 |
Change Capital Investments, LLC | | Delaware | | 45-2779146 |
Change Capital Ventures, LLC | | Delaware | | 45-2779099 |
EZCORP International, Inc. | | Delaware | | 24-2874123 |
EZCORP International Holdings, LLC | | Delaware | | 45-1858861 |
EZCORP Online, Inc. | | Delaware | | 27-1931262 |
EZCORP USA, Inc. | | Delaware | | 45-4364096 |
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Exact Name of Subsidiary Guarantor (1) | | State or
Other
Jurisdiction
of
Incorporation
or Formation | | IRS Employer
Identification
Number |
EZMONEY Alabama, Inc. | | Delaware | | 26-1412933 |
EZMONEY Canada, Inc. | | Delaware | | 26-0205820 |
EZMONEY Colorado, Inc. | | Delaware | | 20-2531048 |
EZMONEY Hawaii, Inc. | | Delaware | | 45-3829074 |
EZMONEY Holdings, Inc. | | Delaware | | 74-2672902 |
EZMONEY Idaho, Inc. | | Delaware | | 20-5437995 |
EZMONEY Kansas, Inc. | | Delaware | | 20-5862455 |
EZMONEY Management, Inc. | | Delaware | | 74-2655625 |
EZMONEY Missouri, Inc. | | Delaware | | 26-0205892 |
EZMONEY Nebraska, Inc. | | Delaware | | 20-5438085 |
EZMONEY South Dakota, Inc. | | Delaware | | 20-5862426 |
EZMONEY Utah, Inc. | | Delaware | | 20-3896254 |
EZMONEY Wisconsin, Inc. | | Delaware | | 20-3415652 |
EZPAWN Alabama, Inc. | | Delaware | | 74-2643349 |
EZPAWN Arkansas, Inc. | | Delaware | | 74-2629548 |
EZPAWN Colorado, Inc. | | Delaware | | 74-2629549 |
EZPAWN Florida, Inc. | | Delaware | | 74-2655620 |
EZPAWN Georgia, Inc. | | Delaware | | 38-3804397 |
EZPAWN Holdings, Inc. | | Delaware | | 74-2540146 |
EZPAWN Illinois, Inc. | | Delaware | | 27-2407645 |
EZPAWN Indiana, Inc. | | Delaware | | 74-2655624 |
EZPAWN Iowa, Inc. | | Delaware | | 84-0752900 |
EZPAWN Louisiana, Inc. | | Delaware | | 74-2704187 |
EZPAWN Mexico Holdings, LLC | | Delaware | | 20-5414044 |
EZPAWN Mexico Ltd., LLC | | Delaware | | 20-5413942 |
EZPAWN Nevada, Inc. | | Delaware | | 74-2672899 |
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Exact Name of Subsidiary Guarantor (1) | | State or
Other
Jurisdiction
of
Incorporation
or Formation | | IRS Employer
Identification
Number |
EZPAWN Oklahoma, Inc. | | Delaware | | 74-2621073 |
EZPAWN Tennessee, Inc. | | Delaware | | 74-2641965 |
EZPAWN Utah, Inc. | | Delaware | | 27-4268366 |
EZPAWN Wisconsin, Inc. | | Delaware | | 45-2060959 |
Mister Money Holdings, Inc. | | Colorado | | 74-3082094 |
Pawn Management, Inc. | | Texas | | 74-2654815 |
Payday Loan Management, Inc. | | Delaware | | 83-0360843 |
Texas EZMONEY, L.P. | | Texas | | 83-0360848 |
Texas EZPAWN Management, Inc. | | Delaware | | 74-2689697 |
Texas EZPAWN, L.P. | | Texas | | 74-2689698 |
Texas PRA Management, L.P. | | Texas | | 02-0596091 |
Value Financial Services, Inc. | | Florida | | 65-0503587 |
VFS Mexico Operations, LLC | | Florida | | 65-0503587 |
VFS Mexico Services, LLC | | Florida | | 65-0503587 |
(1) |
The address for each of the Subsidiary Guarantors is 1901 Capital Parkway, Austin, Texas 78746, and the telephone number is (512) 314-3400 |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-179379) (the “Registration Statement”) filed with the Securities and Exchange Commission on February 3, 2012 by EZCORP, Inc., a Delaware corporation (“Registrant”) and each of the co-registrants listed in the Table of Additional Registrants (the “Co-Registrants”), is being filed to deregister all unsold securities of Registrant and guarantees of the Co-Registrants (the “Registered Securities”) that were registered under the Registration Statement.
On October 2, 2013, pursuant to the Agreement and Plan of Merger, dated as of October 1, 2013 (the “Merger Agreement”), between Registrant and EZMergeco, Inc., a Delaware corporation and a newly formed direct wholly owned subsidiary of Registrant (“MergeCo”), in an internal reorganization transaction structured as a merger, Registrant merged with and into MergeCo, with MergeCo continuing as the surviving corporation (the “Reorganization”). At the effective time of the Reorganization, MergeCo changed its name to “EZCORP, Inc.” (referred to herein as “EZCORP”) and succeeded to all of the assets and liabilities of Registrant. EZCORP has conducted and will continue to conduct the same business and operations as Registrant immediately prior to the Reorganization.
As a result of the Reorganization, Registrant has terminated any and all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by Registrant in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the Registered Securities which remain unsold at the termination of the offering, removes from registration any and all Registered Securities registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 4th day of October, 2013.
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| | EZCORP, INC. | |
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| | By: | /s/ Thomas H. Welch, Jr. | |
| | | Name: Thomas H. Welch, Jr. | |
| | | Title: Agent for Service | |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, each of the co-registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 4th day of October, 2013.
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| CCV Americas, LLC |
| | By: | EZCORP USA, Inc., its sole member and manager |
| CCV Pennsylvania, Inc. |
| CCV Virginia, Inc. |
| Change Capital, Inc. |
| Change Capital Investments, LLC |
| | By: | Change Capital, Inc., its sole member and manager |
| Change Capital Ventures, LLC |
| | By: | Change Capital, Inc., its sole member and manager |
| EZCORP International, Inc. |
| EZCORP International Holdings, LLC |
| | By: | EZCORP International, Inc., its sole member and manager |
| EZCORP Online, Inc. |
| EZCORP USA, Inc. |
| EZMONEY Alabama, Inc. |
| EZMONEY Canada, Inc. |
| EZMONEY Colorado, Inc. |
| EZMONEY Hawaii, Inc. |
| EZMONEY Holdings, Inc. |
| EZMONEY Idaho, Inc. |
| EZMONEY Kansas, Inc. |
| EZMONEY Management, Inc. |
| EZMONEY Missouri, Inc. |
| EZMONEY Nebraska, Inc. |
| EZMONEY South Dakota, Inc. |
| EZMONEY Utah, Inc. |
| EZMONEY Wisconsin, Inc. |
| EZPAWN Alabama, Inc. |
| EZPAWN Arkansas, Inc. |
| EZPAWN Colorado, Inc. |
| EZPAWN Florida, Inc. |
| EZPAWN Georgia, Inc. |
| EZPAWN Holdings, Inc. |
| EZPAWN Illinois, Inc. |
| EZPAWN Indiana, Inc. |
| EZPAWN Iowa, Inc. |
| EZPAWN Louisiana, Inc. |
| EZPAWN Mexico Holdings, LLC |
| By: | EZCORP Global, B.V., its sole member and manager |
| EZPAWN Mexico Ltd., LLC |
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| By: | EZCORP Global, B.V., its sole member and manager |
| EZPAWN Nevada, Inc. |
| EZPAWN Oklahoma, Inc. |
| EZPAWN Tennessee, Inc. |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933. | EZPAWN Utah, Inc. |
EZPAWN Wisconsin, Inc. |
Mister Money Holdings, Inc. |
| Pawn Management, Inc. |
| Payday Loan Management, Inc. |
| Texas EZMONEY, L.P. |
| | By: | Payday Loan Management, Inc., its general partner |
| Texas EZPAWN Management, Inc. |
| Texas EZPAWN, L.P. |
| | By: | Texas EZPAWN Management, Inc., its general partner |
| Texas PRA Management, L.P. |
| | By: | EZMONEY Management, Inc., its general partner |
| Value Financial Services, Inc. |
| VFS Mexico Operations, LLC |
| | By: | Value Financial Services, Inc., its sole member and manager |
| VFS Mexico Services, LLC |
| | By: | Value Financial Services, Inc., its sole member and manager |
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| In each case by: |
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| | /s/ THOMAS H. WELCH, JR. |
| | Thomas H. Welch, Jr., |
| | Agent for Service |