Registration
No. 333-_______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ENCORE
CAPITAL GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware |
48-1090909 |
|
(State
or Other Jurisdiction
of
Incorporation or Organization) |
(I.R.S.
Employer
Identification
No.) |
8875
Aero Drive, Suite 200, San Diego, California 92123
(Address
of Principal Executive Office) (Zip Code)
ENCORE
CAPITAL GROUP, INC. 1999 EQUITY PARTICIPATION PLAN
(Full
Title of the Plan)
Carl
C. Gregory, III
Vice
Chairman and Chief Executive Officer
ENCORE
CAPITAL GROUP, INC.
8875
Aero Drive, Suite 200
San
Diego, California 92123
(Name
and Address of Agent for Service)
(877)
445-4581
(Telephone
Number, Including Area Code, of Agent For Service)
With
copy to:
John
Dorris
Snell
& Wilmer L.L.P.
One
Arizona Center
Phoenix,
Arizona 85004
(602)
382-6000
CALCULATION
OF REGISTRATION FEE
|
Title
Of Securities
To
Be Registered |
Amount
To Be
Registered(1) |
Proposed
Maximum Offering
Price
per Share(2) |
Proposed
Maximum Aggregate Offering Price(2) |
Amount
Of
Registration
Fee |
|
Common
Stock, $0.01 par value |
700,000 |
$14.16 |
$9,908,500 |
$1,166.23 |
|
(1) |
In
the event of a stock split, stock dividend, or similar transaction
involving the Registrant’s Common Stock, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act
of 1933. |
|
(2) |
Estimated
solely for purposes of calculating the registration fee pursuant to
Rule 457(c) and 457(h), based on the average high and low prices of
the Common Stock on May 25, 2005, as reported by the Nasdaq National
Market. |
This
Registration Statement also relates to the Form S-8 Registration Statement No.
333-36182 of MCM Capital Group, Inc. (which changed its name to Encore Capital
Group, Inc. on April 2, 2002), filed on May 3, 2000, the Form S-8 Registration
Statement No. 333-97297 of Encore Capital Group, Inc. filed on July 30, 2002,
and the Form S-8 Registration Statement No. 333-105937 of Encore Capital Group,
Inc. filed on June 6, 2003, the contents of which are incorporated herein by
reference pursuant to General Instruction E to Form S-8. Under such Registration
Statements the Registrant registered an aggregate of 2,600,000 shares of common
stock for issuance under the Encore Capital Group, Inc. 1999 Equity
Participation Plan (“1999 Plan”).
This
Registration Statement reflects the further amendment to the 1999 Plan
increasing the number of shares authorized to be issued thereunder from
2,600,000 shares to 3,300,000 shares. As a result of the approval of the 2005
Stock Incentive Plan (“2005 Plan”) at the Stockholders Annual Meeting, this 1999
Plan terminated with respect to new awards effective May 3, 2005; however, the
terms of the 1999 Plan will continue to govern the options granted under the
1999 Plan prior to its termination. Also in accordance with the 2005 Plan, the
shares of common stock available for future awards under the 1999 Plan as of the
date of adoption of the 2005 Plan, as well as those shares subject to an option
granted under the 1999 Plan that terminate or expire without being exercised,
will be made available for grant under the 2005 Plan.
Item 8.
Exhibits.
|
Exhibit
Number
|
Description
|
|
4.1
|
Encore
Capital Group, Inc. 1999 Equity Participation Plan, as restated and
amended (incorporated by reference to Appendix I to the Company’s Proxy
Statement dated March 30, 2004).
|
|
4.2
|
Form
of Option Agreement under Encore Capital Group, Inc. 1999 Equity
Participation Plan (incorporated by reference to Exhibit 10.24 to
Amendment No. 2).
|
|
5
|
Opinion
of Snell & Wilmer L.L.P. (filed herewith).
|
|
23.1
|
Consent
of BDO Seidman, LLP (filed herewith).
|
|
23.2
|
Consent
of Snell & Wilmer L.L.P. (included in Exhibit 5).
|
|
24
|
Power
of Attorney (filed herewith).
|
2
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 San
Diego, State of California, on this 27th day of May, 2005.
| ENCORE CAPITAL GROUP, INC., | |||
| a Delaware corporation | |||
| By: | /s/ Carl C. Gregory,
III
Carl C. Gregory, III Vice Chairman and Chief Executive Officer | ||
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 date
indicated.
|
Name
and Signature |
Title |
Date | |
|
/s/
Carl C. Gregory, III |
Vice
Chairman, Chief Executive Officer and Director |
May
27, 2005 | |
|
Carl
C. Gregory, III |
(Principal
Executive Officer) |
||
|
/s/
Paul Grinberg |
Chief
Financial Officer |
May
27, 2005 | |
|
Paul
Grinberg |
(Principal
Accounting and Financial Officer) |
||
|
/s/
J. Brandon Black * |
President,
Chief Operating Officer and Director |
May
27, 2005 | |
|
J.
Brandon Black |
|||
|
/s/
Richard A. Mandell* |
Chairman
of the Board of Directors |
May
27, 2005 | |
|
Richard
A. Mandell |
|||
|
/s/
Barry R. Barkley * |
Director |
May
27, 2005 | |
|
Barry
R. Barkley |
|||
|
/s/
Raymond Fleming * |
Director |
May
27, 2005 | |
|
Raymond
Fleming |
|||
|
/s/
Eric D. Kogan * |
Director |
May
27, 2005 | |
|
Eric
D. Kogan |
|||
|
|
Director |
May
__, 2005 | |
|
Alexander
Lemond |
|||
|
/s/
Peter W. May * |
Director |
May
27, 2005 | |
|
Peter
W. May |
|||
|
/s/
Nelson Peltz * |
Director |
May
27, 2005 | |
|
Nelson
Peltz |
|||
* /s/
Carl C. Gregory, III
As
attorney-in-fact pursuant to power of attorney dated on or about May 16,
2005
3
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
and Method of Filing
|
|
4.1
|
Encore
Capital Group, Inc. 1999 Equity Participation Plan, as restated and
amended (incorporated by reference to Appendix I to Encore Capital Group,
Inc.’s Proxy Statement dated March 30, 2004).
|
|
4.2
|
Form
of Option Agreement under Encore Capital Group, Inc. 1999 Equity
Participation Plan (incorporated by reference to Exhibit 10.24 to
Amendment No. 2).
|
|
5
|
Opinion
of Snell & Wilmer L.L.P. (filed herewith).
|
|
23.1
|
Consent
of BDO Seidman, LLP (filed herewith).
|
|
23.2
|
Consent
of Snell & Wilmer L.L.P. (included in Exhibit 5).
|
|
24
|
Power
of Attorney (filed herewith).
|
4
Exhibit
5
May 26,
2005
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Re: Encore
Capital Group, Inc. 1999 Equity Participation Plan
Ladies
and Gentlemen:
We have
acted as counsel to Encore Capital Group, Inc. (the “Company”) in connection
with its Registration Statement on Form S-8 (the “Registration Statement”),
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the registration of 700,000
shares of the Company’s Common Stock, $0.01 par value (the “Shares”) issuable
pursuant to the Encore Capital Group, Inc. 1999 Equity Participation Plan (the
“Plan”).
It is our
opinion that the
Shares, when issued and sold in accordance with the terms of the Plan, will be
validly issued, fully paid, and non-assessable.
In
rendering this opinion, we have reviewed and relied upon such documents and
records of the Company as we have deemed necessary and have assumed the
following:
(i) the
genuineness of all signatures and the authenticity of documents submitted to us
as originals, and the conformity to originals of all documents submitted to us
as copies;
(ii) the
accuracy, completeness, and genuineness of all representations and
certifications with respect to factual matters, made to us by officers of the
Company and public officials; and
(iii) the
accuracy and completeness of Company records.
The
opinions expressed herein are limited solely to the General Corporation Law of
the State of Delaware. We express no opinion on the laws of any other
jurisdiction or the applicability or effect of any such laws or
principles.
The
opinions expressed herein are based upon the law and other matters in effect on
the date hereof, and we assume no obligation to revise or supplement this
opinion should such law be changed by legislative action, judicial decision, or
otherwise, or should any facts or other matters upon which we have relied be
changed.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act
and the rules and regulations thereunder.
Very truly
yours,
/s/ SNELL &
WILMER L.L.P.
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We hereby
consent to the incorporation by reference in the Prospectus constituting a part
of this Registration Statement on Form S-8 of our reports dated February 4, 2005
relating to the consolidated financial statements of Encore Capital Group, Inc.
and
the effectiveness of Encore Capital Group, Inc.’s internal control over
financial reporting appearing
in its Annual Report on Form 10-K for the year ended December 31,
2004.
/s/BDO
Seidman, LLP
Costa
Mesa, California
May 27,
2005
Exhibit
24
POWER
OF ATTORNEY
KNOW ALL MEN
BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints CARL C. GREGORY, III and PAUL GRINBERG, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him in his name, place and stead, in any and all capacities,
to sign the Registration Statement on Form S-8 relating to the Encore
Capital Group, Inc. 1999 Equity Participation Plan, and any and all amendments
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises as fully and to all intents and purposes as he might
or could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
May
16, 2005 |
/s/
Barry R. Barkley | |
|
Barry
R. Barkley | ||
May
16, 2005 |
/s/
J. Brandon Black | |
|
J.
Brandon Black | ||
May
16, 2005 |
/s/
Raymond Fleming | |
|
Raymond
Fleming | ||
May
16, 2005 |
/s/
Eric D. Kogan | |
|
Eric
D. Kogan | ||
May
__, 2005 |
||
|
Alexander
Lemond | ||
May
16, 2005 |
/s/
Richard A. Mandell | |
|
Richard
A. Mandell | ||
May
16, 2005 |
/s/
Peter W. May | |
|
Peter
W. May | ||
May
16, 2005 |
/s/
Nelson Peltz | |
|
Nelson
Peltz |