As filed with the Securities and Exchange Commission on December 8, 2006
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONN'S, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1672840
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3295 College Street
Beaumont, Texas 77701
(Address of Principal Executive Offices including Zip Code)
2003 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
AMENDED AND RESTATED 2003 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Thomas J. Frank, Sr.
Chairman of the Board and Chief Executive Officer
Conn's, Inc.
3295 College Street
Beaumont, Texas 77701
(Name and address of agent for service)
(409) 832-1696
(Telephone number, including area code, of agent for service)
copy to:
Sydney K. Boone, Jr.
Corporate General Counsel
Conn's, Inc.
3295 College Street
Beaumont, Texas 77701
409-832-1696
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered (1) price per share (2) offering price (2) registration fee (2)
Common Stock, $0.01 par value per
share, issuable under the Conn's,
Inc. 2003 Non-Employee Director
Stock Option Plan 300,000 $ 21.50 $ 6,448,500 $ 689.99
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Common Stock, $0.01 par value per
share, issuable under the Conn's,
Inc. Amended and Restated 2003
Incentive Stock Option Plan 1,300,000 $ 21.50 $ 27,943,500 $ 2,989.95
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Total 1,600,000 $ 21.50 $ 34,392,000 $ 3,679.94
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein and any additional shares that may
be issued pursuant to the anti-dilution provisions of the employee benefit
plans described herein.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the common stock, par value $0.01 per share
(the "Common Stock"), of Conn's, Inc. (the "Company"), reported on the
Nasdaq National Market on December 1, 2006.
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EXPLANATORY NOTE
We are filing this Registration Statement to register additional shares of
our Common Stock issuable pursuant to the Company's 2003 Non-Employee Director
Stock Option Plan and Amended and Restated 2003 Incentive Stock Option Plan and
consists of only those items required by General Instruction E to Form S-8.
INCORPORATION BY REFERENCE
The following documents of the Company filed with the Commission are
incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8 filed with the
Commission on December 18, 2003 (Commission File No. 333-111280);
(b) The Company's Registration Statement on Form S-8 filed with the
Commission on December 18, 2003 (Commission File No. 333-111281);
(c) The Company's Annual Report on Form 10-K/A for its fiscal year ended
January 31, 2006, filed with the Commission on September 15, 2006;
(d) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
April 30, 2006, filed with the Commission on September 15, 2006 as further
amended by the Company's second amendment on Form 10-Q/A, filed with the
Commission on October 4, 2006;
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 2006, filed with the Commission on September 15, 2006;
(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 2006, filed with the Commission on November 30, 2006; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
October 10, 2003, including any other amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), 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 shall 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 herein or in a document,
all or a portion of which is 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 amended, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
See Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Beaumont, State of Texas, on December 8, 2006.
CONN'S, INC.
By: /s/ Thomas J. Frank, Sr.
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Thomas J. Frank, Sr.
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each individual whose signature
appears below constitutes and appoints Thomas J. Frank, Sr. and David L. Rogers,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person hereby ratifying and confirming that said
attorney-in-fact and agent or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Capacity Date
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/s/ Thomas J. Frank, Sr. Chairman of the Board and Chief
------------------------- Executive Officer
Thomas J. Frank, Sr. (Principal Executive Officer) December 8, 2006
/s/ David L. Rogers Chief Financial Officer
------------------------- (Principal Financial and Accounting
David L. Rogers Officer) December 8, 2006
/s/ Marvin D. Brailsford Director
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Marvin D. Brailsford December 8, 2006
/s/ Jon E.M. Jacoby Director
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Jon E.M. Jacoby December 8, 2006
/s/ Bob L. Martin Director
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Bob L. Martin December 8, 2006
/s/ Douglas H. Martin Director
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Douglas H. Martin December 8, 2006
/s/ William C. Nylin, Jr. Director
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William C. Nylin, Jr. December 8, 2006
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/s/ Scott L. Thompson Director
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Scott L. Thompson December 8, 2006
/s/ William T. Trawick Director
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William T. Trawick December 8, 2006
/s/ Theodore M. Wright Director
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Theodore M. Wright December 8, 2006
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Conn's, Inc. Amended and Restated 2003 Incentive Stock Option Plan
(incorporated herein by reference to Exhibit 10.1 to Conn's, Inc.
registration statement on Form S-1 (Commission File No. 333-109046) as
filed with the Commission on September 23, 2003).
4.2 Amendment to the Conn's, Inc. Amended and Restated 2003 Incentive
Stock Option Plan (incorporated herein by reference to Exhibit 10.1.1
to Conn's, Inc. Form 10-Q for the quarterly period ended April 30,
2004 (Commission File No. 000-50421) as filed with the Commission on
June 7, 2004).
4.3 Conn's, Inc. Amended and Restated 2003 Incentive Stock Option Plan as
of May 31, 2006
4.4 Conn's, Inc. 2003 Non-Employee Director Stock Option Plan
(incorporated herein by reference to Exhibit 10.2 to Conn's, Inc.
registration statement on Form S-1 (Commission File No. 333-109046) as
filed with the Commission on September 23, 2003).
4.5 Conn's, Inc. Amended and Restated 2003 Non-Employee Director Stock
Option Plan as of May 31, 2006.
5.1 Opinion of Fulbright & Jaworski L.L.P. as to the shares under the
Conn's, Inc. Amended and Restated 2003 Incentive Stock Option Plan.
5.2 Opinion of Fulbright & Jaworski L.L.P. as to the shares under the
Conn's, Inc. 2003 Non-Employee Director Stock Option Plan.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in the opinions filed
as Exhibit 5.1 and Exhibit 5.2 hereto).
23.2 Consent of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
24.1 Power of Attorney (included with signature page of this Registration
Statement).
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