As filed with the Securities and Exchange Commission on July 31, 2024
Registration No. 333-
________________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Credit Acceptance Corporation
(Exact name of registrant as specified in its charter)
Michigan (State or other jurisdiction of incorporation or organization) | 38-1999511 (I.R.S. Employer Identification No.) | ||||
| ______________ | |||||
25505 West Twelve Mile Road Southfield, Michigan (Address of Principal Executive Offices) | 48034 (Zip Code) | ||||
Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan
(Full title of the plan)
______________
Erin J. Kerber
Credit Acceptance Corporation
25505 West Twelve Mile Road
Southfield, Michigan 48034
(Name and address of agent for service)
(248) 353-2700
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENTS
Pursuant to General Instruction E of Form S-8, the contents of registration statement numbers 333-120756, 333-187105, 333-260660, and 333-273571 are incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Credit Acceptance Corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration statement:
•the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;
•the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024;
•the Company’s Current Reports on Form 8-K filed with the Commission on January 4, 2024, January 25, 2024 (solely with respect to Item 5.02), February 22, 2024, February 29, 2024, April 3, 2024 (accession number 0000885550-24-000049), June 5, 2024, June 20, 2024, June 26, 2024, and July 31, 2024 (solely with respect to Item 1.01); and
•the description of the Company’s common stock set forth in Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document 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 in this registration statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Common Stock, $.01 par value, of the Company being registered pursuant to this registration statement has been passed upon for the Company by Erin J. Kerber, Chief Legal Officer of the Company. As of July 31, 2024, Ms. Kerber was the beneficial owner of 2,964 shares of the Company’s Common Stock. Ms. Kerber also holds 21,375 vested stock options and 8,750 unvested stock options and is a participant in the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan.
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Item 8. Exhibits.
| Exhibit No. | Description | |||||||
| Articles of Incorporation, as amended July 1, 1997 (incorporated by reference to Exhibit 3(a)(1) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997). | ||||||||
| Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 7, 2022). | ||||||||
| Opinion of Erin J. Kerber, Chief Legal Officer of the Company.* | ||||||||
| Consent of Grant Thornton LLP.* | ||||||||
| Consent of Erin J. Kerber, Chief Legal Officer of the Company (included in Exhibit 5.1).* | ||||||||
| Power of attorney (included on signature page).* | ||||||||
| Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan, as amended effective June 5, 2024 (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024). | ||||||||
| Filing fee table.* | ||||||||
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
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(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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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 City of Southfield, State of Michigan, on July 31, 2024.
| CREDIT ACCEPTANCE CORPORATION | |||||||||||
| By: | /s/ KENNETH S. BOOTH | ||||||||||
| Kenneth S. Booth | |||||||||||
| Chief Executive Officer | |||||||||||
POWER OF ATTORNEY
Each of the undersigned officers and directors of Credit Acceptance Corporation, a Michigan corporation, hereby constitutes and appoints Kenneth S. Booth and Erin J. Kerber, and each of them individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, in his or her name and on his or her behalf, in any and all capacities, to sign this registration statement and any and all amendments thereto, and all other documents in connection therewith to be filed 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 any and all acts and things whatsoever that any said attorney-in-fact or agent may deem necessary or advisable to be done or performed in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, shall do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on July 31, 2024:
| Signature | Title | |||||||||||||
| /s/ KENNETH S. BOOTH | Chief Executive Officer and Director | |||||||||||||
| Kenneth S. Booth | (Principal Executive Officer) | |||||||||||||
| /s/ JAY D. MARTIN | Chief Financial Officer | |||||||||||||
| Jay D. Martin | (Principal Financial Officer) | |||||||||||||
| /s/ THOMAS N. TRYFOROS | Chair of the Board and Lead Director | |||||||||||||
| Thomas N. Tryforos | ||||||||||||||
| /s/ GLENDA J. FLANAGAN | Director | |||||||||||||
| Glenda J. Flanagan | ||||||||||||||
| /s/ VINAYAK R. HEGDE | Director | |||||||||||||
Vinayak R. Hegde | ||||||||||||||
| /s/ SEAN E. QUINN | Director | |||||||||||||
Sean E. Quinn | ||||||||||||||
| /s/ SCOTT J. VASSALLUZZO | Director | |||||||||||||
| Scott J. Vassalluzzo | ||||||||||||||
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