Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
Form 10-K/A
(Amendment No. 1)
_________________
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2008
 
OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _____________

Commission file number 0-19599

WORLD ACCEPTANCE
CORPORATION
(Exact name of registrant as specified in its charter)

                                      South Carolina                                    
 
                      570425114                      
 (State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification No.)
 
 
 
108 Frederick Street
              Greenville, South Carolina           
 
                          29607                           
(Address of principal executive offices) 
 
(Zip Code) 
 
 
 
                               (864) 298-9800                               
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

          Title of Each Class         
 
  Name of Each Exchange on Which Registered 
Common Stock, no par value 
 
The NASDAQ Stock Market LLC 
 
 
(NASDAQ Global Select Market) 
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. (Check one):
 
Large accelerated filer o
 
Accelerated filer x 
Non-accelerated filer o
 
Smaller reporting company o
 
 
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of voting stock held by non-affiliates of the registrant as of September 30, 2007, computed by reference to the closing sale price on such date, was $33.08. (For purposes of calculating this amount only, all directors and executive officers are treated as affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.) As of May 30, 2008, 16,350,460 shares of the registrant’s Common Stock, no par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement pertaining to the 2008 Annual Meeting of Shareholders ("the Proxy Statement") and filed pursuant to Regulation 14A are incorporated herein by reference into Part III hereof.
 

 


 
 


WORLD ACCEPTANCE CORPORATION
Explanatory Note
 
This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008, initially filed with the Securities Exchange Commission (the “SEC”) on May 30, 2008, (the “Original Filing”) amends and restates the exhibit list and Exhibit 23 to the Original Filing to include the conformed signature of the Independent Registered Public Accounting Firm. 

Except as expressly set forth in this Amendment No. 1, the Original Filing has not been amended, updated or otherwise modified.
 
 



PART IV.

Item 15. Exhibits and Financial Statement Schedules

Exhibits

 
The following exhibits are filed as part of this report or, where so indicated, have been previously filed and are incorporated herein by reference.


 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit
 
Filed Herewith (*),
Previously filed (+),
or Incorporated by
Reference Previous
Company
Registration
Number
Description
Exhibit Number
No. or Report
 
 
 
 
3.1
Second Amended and Restated Articles of Incorporation of the
 
 
 
Company, as amended
3.1
333-107426
 
 
 
 
3.2
Fourth Amended and Restated Bylaws of the Company
99.1
8-03-07 8-K
 
 
 
 
4.1
Specimen Share Certificate
4.1
33-42879
 
 
 
 
4.2
Articles 3, 4 and 5 of the Form of Company's Second Amended
 
 
 
and Restated Articles of Incorporation (as amended)
3.1
333-107426
 
 
 
 
4.3
Article II, Section 9 of the Company’s Fourth Amended
 
 
 
And Restated Bylaws
99.1
8-03-07 8-K
 
 
 
 
4.4
Amended and Restated Credit Agreement dated July 20, 2005
4.4
6-30-05 10-Q
 
 
 
 
4.5
First Amendment to Amended and Restated Revolving Credit
 
 
 
Agreement, dated as of August 4, 2006
4.4
6-30-06 10-Q
 
 
 
 
4.6
Second Amendment to Amended and Restated Revolving Credit
 
 
 
Agreement dated as of October 2, 2006
10.1
10-04-06 8-K
 
 
 
 
4.7
Third Amendment to Amended and Restated Revolving Credit
 
 
 
Agreement dated as of August 31, 2007
10.1
9-07-07 8-K
 
 
 
 
4.7
Subsidiary Security Agreement dated as of June 30, 1997, as
 
 
 
amended through July 20, 2005
4.5
9-30-05 10-Q
 
 
 
 
4.8
Company Security Agreement dated as of June 20, 1997, as
 
 
 
amended through July 20, 2005
4.6
9-30-05 10-Q
 
 
 
 
4.9
Fourth Amendment to Subsidiary Amended and Restated
 
 
 
Security Agreement, Pledge and Indenture of Trust
 
 
 
(i.e. Subsidiary Security Agreement)
4.7
6-30-05 10-Q
 
 
 
 
4.10
Fourth Amendment to Amended and Restated Security
 
 
 
Agreement, Pledge and Indenture of Trust, (i.e. Company
 
 
 
Security Agreement)
4.10
9-30-04 10-Q
 
 
 
 
4.11
Fifth Amendment to Amended and Restated Security Agreement,
 
 
 
Pledge and Indenture of Trust (i.e. Company Security Agreement)
4.9
6-30-05 10-Q
 
 
 
 
4.12
Form of 3.00% Convertible Senior Subordinated Note due 2011
4.1
10-12-06 8-K
 
 
 
 
4.13
Indenture, dated October 10, 2006 between the Company
 
 
 
and U.S. Bank National Association, as Trustee
4.2
10-12-06 8-K
 
 
 
 
10.1+
Employment Agreement of A. Alexander McLean, III, effective
 
 
 
May 21, 2007
10.3
2007 10-K
 
 
 
 
10.2+
Employment Agreement of Mark C. Roland, effective as of
 
 
 
May 21, 2007
10.4
2007 10-K
 



Exhibit
Number
Description
Filed Herewith (*),
Previously filed (+),
or Incorporated by
Reference Previous
Exhibit Number
Company
Registration
No. or Report
 
 
 
 
10.3+
Employment Agreement of Kelly M. Malson, effective as of
 
 
 
August 27, 2007
99.1
8-29-07 8-K
 
 
 
 
10.4+
Securityholders' Agreement, dated as of September 19, 1991,
 
 
 
between the Company and certain of its securityholders
10.5
33-42879
 
 
 
 
10.5+
Supplemental Income Plan
10.7
2000 10-K
 
 
 
 
10.6+
Second Amendment to the Company’s Supplemental
 
 
 
Income Plan
10.15
12-31-07 10-Q
 
 
 
 
10.7+
Board of Directors Deferred Compensation Plan
10.6
2000 10-K
 
 
 
 
10.8
Second Amendment to the Company’s Board of Directors
 
 
 
Deferred Compensation Plan (2000)
10.13
12-31-07 10-Q
 
 
 
 
10.9+
1992 Stock Option Plan of the Company
4
33-52166
 
 
 
 
10.10+
1994 Stock Option Plan of the Company, as amended
10.6
1995 10-K
 
 
 
 
10.11+
First Amendment to the Company’s 1992 and 1994
 
 
 
Stock Option Plans
10.10
12-31-07 10-Q
 
 
 
 
10.12+
2002 Stock Option Plan of the Company
Appendix A
Definitive Proxy
 
Statement on
 
 
 
Schedule 14A
 
 
 
for the 2002
 
 
 
Annual Meeting
 
 
 
 
 
 
10.13+
First Amendment to the Company’s 2002 Stock
 
 
 
Option Plan
10.11
12-31-07 10-Q
 
 
 
 
10.14+
2005 Stock Option Plan of the Company
Appendix B
Definitive Proxy
 
Statement on
 
 
 
Schedule 14A
 
 
 
for the 2005
Annual Meeting
 
 
 
 
 
 
10.15+
First Amendment to the Company’s 2005 Stock Option Plan
10.12
12-31-07 10-Q
 
 
 
 
10.16+
The Company’s Executive Incentive Plan
10.6
1994 10-K
 
 
 
 
10.17+
The Company’s Retirement Savings Plan
4.1
333-14399
 
 
 
 
10.18+
Executive Deferral Plan
10.12
2001 10-K
 
 
 
 
10.19+
Second Amendment to the Company’s Executive Deferral Plan
10.14
12-31-07 10-Q
 
 
 
 
10.20+
First Amended and Restated Board of Directors 2005 Deferred
 
 
 
Compensation Plan
10.16
12-31-07 10-Q
 
 
 
 
10.21+
First Amended and Restated 2005 Executive Deferral Plan
10.17
12-31-07 10-Q

 
 
 


Exhibit
Number
Description
Filed Herewith (*),
Previously filed (+),
or Incorporated by
Reference Previous
Exhibit Number
Company
Registration
No. or Report
 
 
 
 
10.22+
Second Amended and Restated World Acceptance Corporation
 
 
 
2005 Supplemental Income Plan
10.18
12-31-07 10-Q
 
 
 
 
14
Code of Ethics
14
2004 10-K
 
 
 
 
21
Schedule of the Company’s Subsidiaries
21
3-31-08 10-K
 
 
 
 
23
Consent of KPMG LLP
*
 
 
 
 
 
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.1
3-31-08 10-K
 
 
 
 
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
31.2
3-31-08 10-K
 
 
 
 
32.1
Section 1350 Certification of Chief Executive Officer
32.1
3-31-08 10-K
 
 
 
 
32.2
Section 1350 Certification of Chief Financial Officer
32.2
3-31-08 10-K




 
+ Management Contract or other compensatory plan required to be filed under Item 14(c) of this report and Item 601 of Regulation 5-K of the Securities and Exchange Commission.


 
WORLD ACCEPTANCE CORPORATION

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
WORLD ACCEPTANCE CORPORATION 
 
 
 
 
 
 
 
 
 
By:  
/s/ Kelly M. Malson
 
Kelly M. Malson
 
Chief Financial Officer
Date: May 30, 2008