SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
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
1, 2007
WORLD
ACCEPTANCE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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South
Carolina
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0-19599
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57-0425114
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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108
Frederick Street
Greenville,
South Carolina 29607
(Address
of Principal Executive Offices)
(Zip
Code)
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(864)
298-9801
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
name or former address, if changed from last
report)
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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 (see
General
Instruction A.2. below):
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Written communication 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-4c))
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
August
1, 2007, the Board of Directors adopted certain amendments to the Company’s
Third Amended and Restated Bylaws (the “Bylaws”), effective as of that date. The
amendments, which are generally technical and administrative in nature, were
implemented in conjunction with a revision to Article VII, Section 1 of the
Bylaws to make express the Company’s authority to issue shares in uncertificated
form and to eliminate a provision stating that the Company shall issue
certificates to represent its shares. This change was made in order to clarify
the Company’s ability to comply with new NASDAQ rules effective January 1, 2008
that will require that the Company and other NASDAQ issuers be eligible to
participate in a qualified Direct Registration Program. Under such a program,
the Company’s common stock must be eligible for recording of ownership and
transfer electronically without the issuance of physical stock
certificates.
Other
amendments to the Bylaws included the following: (1) amendments to Article
I,
Section 1 to update the identification of the Company’s principal office
location as its current headquarters address or such other location as approved
by the Board of Directors; (2) amendments to Article II, Section 5 to clarify
that, in the case of an annual or substitute annual meeting of shareholders,
a
notice of that meeting need not specifically state the business to be transacted
unless such a statement is required by, in addition to the South Carolina
Business Corporation Act, any other applicable law, regulation or exchange
rule;
and (3) amendments to Article VI, Sections 3 and 4 to clarify the Board’s
authority to delegate to officers of the Company authority to designate
signatories of Company checks, drafts and other orders for payment and to select
institutions where the Company’s funds may be deposited from time to time.
The
Board
also authorized the compilation and restatement of the Bylaws in their entirety,
including these amendments, as the Company’s Fourth Amended and Restated Bylaws.
A copy of the entire Fourth Amended and Restated Bylaws is attached hereto
as
Exhibit 99.1 and incorporated by reference herein.
Item
8.01. Other Events.
On
August
1, 2007, the Board of Directors authorized the Company to repurchase up to
$10
million of additional common stock. This
repurchase authorization follows, and is in addition to, a similar repurchase
authorization of $10 million announced July 27, 2007. After taking into account
all shares repurchased through August 2, 2007, the Company has $15.8 million
in
aggregate remaining repurchase capacity under all of the Company’s outstanding
repurchase authorizations. The timing and actual number of shares repurchased
will depend on a variety of factors, including the stock price, corporate and
regulatory requirements and other market and economic conditions. The Company’s
stock repurchase program may be suspended or discontinued at any
time.
Forward-looking
Statements
The
statements in this Form 8-K regarding the repurchase of World Acceptance
Corporation’s common stock are forward-looking statements within the meaning of
Section 27A of the Securities Exchange Act of 1934, as amended, that represent
the Company's expectations or beliefs concerning future events. Such
forward-looking statements are subject to risks and uncertainties. World
Acceptance Corporation may repurchase the fully authorized amount of its stock,
or no shares of its stock, or any amount in between, depending on the trading
price of its common stock, which may be positively or negatively impacted by
the
repurchase program, market conditions, determinations following the date of
this
announcement to use funds for other purposes, or for other reasons. Detailed
descriptions of additional risks relating to World Acceptance Corporation are
included in its filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K for the year ended March 31, 2007. World
Acceptance Corporation is not responsible for updating the information herein
beyond the date and time of filing, or for changes made to the contents of
this
disclosure by wire services or Internet services.
Item 9.01.Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
99.1 Fourth
Amended and Restated Bylaws of the Company
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August
2,
2007
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World
Acceptance
Corporation |
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By: |
/s/ Kelly
Malson |
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Kelly
Malson, Vice President and
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Chief
Financial Officer
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Exhibit
Index
| Exhibit 99.1 |
Fourth
Amended and Restated Bylaws of the
Company
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