-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CiVCDbIbiiyzs3orb3eLDxt4IHAA1pShzK6H/j6x79IxgCKQKyokcBh/Q1zlP2je 78ENCsld3po6eoWfhTZefA== 0001104659-05-059121.txt : 20051205 0001104659-05-059121.hdr.sgml : 20051205 20051205163222 ACCESSION NUMBER: 0001104659-05-059121 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051123 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUCREDIT CORP CENTRAL INDEX KEY: 0001068199 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 582336689 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25751 FILM NUMBER: 051244573 BUSINESS ADDRESS: STREET 1: 245 PERIMETER CENTER PARKWAY STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7702066200 MAIL ADDRESS: STREET 1: 245 PERIMETER CENTER PARKWAY STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30346 8-K/A 1 a05-21280_18ka.htm AMENDMENT TO FORM 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

AMENDMENT NO.1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 23, 2005

 

CompuCredit Corporation

(Exact name of registrant as specified in its charter)

 

Georgia

 

000-25751

 

58-2336689

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia,  30346

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 770-206-6200

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Explanatory Note

 

The undersigned hereby amends and restates its Current Report on Form 8-K dated November 23, 2005 and filed on November 28, 2005 as follows:

 

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

Item 3.02    Unregistered Sales of Equity Securities.

 

On November 23, 2005, CompuCredit Corporation (the “Company”) issued $300,000,000 aggregate principal amount of its 5.875% Convertible Senior Notes due 2035 (the “Notes”).  The initial purchaser of the Notes received an aggregate discount of $7,500,000.  The Notes were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.  The Notes were issued pursuant to an Indenture dated November 23, 2005 (the “Indenture”) between the Company and Wachovia Bank, National Association, as Trustee under the Indenture.  The Company has granted the initial purchaser of the Notes a 13-day option to purchase up to an additional $50,000,000 aggregate principal amount of the Notes.

 

The Notes will bear interest at a rate of 5.875% per year and will mature on November 30, 2035, unless earlier converted, redeemed or repurchased.  During certain periods and subject to certain conditions, the Notes may be converted, redeemed or repurchased.  The Notes are convertible into cash and shares of the Company’s common stock, if any, at a conversion rate of 18.9265 shares per $1,000 principal amount of the Notes, subject to adjustment upon certain events, under the following circumstances: (1) during specified periods, if the price of the Company’s common stock reaches specified thresholds, (2) if the Company calls the notes for redemption, (3) upon the occurrence of certain corporate transactions, or (4) on or after November 1, 2035.

 

Pursuant to a Resale Registration Rights Agreement dated November 23, 2005 (the “Registration Rights Agreement”) among the Company and the representatives of the initial purchasers of the Notes, the Company has agreed to register the resale of the Notes and the underlying common stock of the Company under the Securities Act of 1933, as amended.

 

The foregoing description of the Indenture and the Registration Rights Agreement are qualified in their entirety by reference to the full terms and provisions of those agreements as set forth in the Indenture and the Registration Rights Agreement.  Copies of the Indenture and the Registration Rights Agreement are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

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Item 9.01    Financial Statements, Pro Forma Financial Information and Exhibits

 

(c)           Exhibits

 

Exhibit 4.1*

 

Indenture dated November 23, 2005 between CompuCredit Corporation and Wachovia Bank, National Association.

 

 

 

Exhibit 4.2*

 

Resale Registration Rights Agreement dated November 23, 2005 among the Company and the representatives of the initial purchasers of the Notes.

 

 

 

Exhibit 99.1*

 

Press Release issued November 23, 2005 regarding completion of sale of Convertible Senior Notes due 2035.

 

* Previously filed on Form 8-K dated November 23, 2005 (File No. 000-25751)

 

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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 thereunto duly authorized.

 

 

 

COMPUCREDIT CORPORATION

 

 

 

 

 

 

Dated: December 5, 2005

By:

   /s/ J.Paul Whitehead, III

 

 

 

J.Paul Whitehead, III

 

 

Chief Financial Officer

 

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