UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 17, 2009
EZCORP, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-19424
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74-2540145 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1901 Capital Parkway, Austin, Texas 78746
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (512) 314-3400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 — Entry into a Material Definitive Agreement
On August 17, 2009, EZCORP, Inc. entered into a Subscription Agreement with Cash Converters
International Limited, an Australian company headquartered in Perth, Western Australia. The core
business of Cash Converters is the ownership and franchising of retail and financial services
stores, which operate as retailers of second hand goods and suppliers of financial products. Cash
Converters’ ordinary shares are listed on the Australian Stock Exchange under the symbol “CCV” and
on the London Stock Exchange under the symbol “CCVU”.
Under the terms of the Subscription Agreement, EZCORP will acquire 108,218,000 ordinary shares of
Cash Converters for AUS $0.50 per share, for an aggregate purchase price of AUS $54,109,000
(approximately US $45 million, based on current exchange rates). Following completion of the
transaction, EZCORP will own approximately 30% of Cash Converters’ outstanding ordinary shares and
will be entitled to appoint two of the five members of Cash Converters’ board of directors. The
right to appoint directors will continue as long as EZCORP owns at least 20% of the outstanding
ordinary shares of Cash Converters. A copy of the Subscription Agreement is attached hereto as
Exhibit 10.1.
EZCORP
will have approximately 21 days to complete its due diligence review of Cash Converters and
its business. Thereafter, the transaction will be submitted to the Cash Converters’ shareholders
for approval. Consummation of the transaction is conditional on the successful completion of due
diligence, approval by the Cash Converters’ shareholders and
other customary closing conditions.
On August 18, 2009, EZCORP issued a press release announcing the proposed transaction, and a copy
of that press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Subscription Agreement, dated as of August 17, 2009, between EZCORP,
Inc. and Cash Converters International Limited |
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99.1
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Press Release dated August 18, 2009 |
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