Securities to be offered to employees in employee benefit plans



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As filed with the Securities and Exchange Commission on November 1, 2021










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. ☐










CALCULATION OF REGISTRATION FEE





















































Title of securities




to be registered





Amount to be registered


(1)





Proposed maximum offering price per share


(2)





Proposed maximum aggregate offering price


(2)





Amount of registration fee


(3)




Common Stock, $.01 par value



750,000 shares




$592.09





$444,067,500.00





$41,165.06






(1)




Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers any additional shares to be offered or issued under the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.




(2)




Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices per share of the Common Stock reported in the consolidated reporting system as of October 27, 2021.




(3)




Calculated in accordance with Section 6(b) of the Securities Act by multiplying 0.0000927 by the proposed maximum aggregate offering price (as computed in accordance with Rule 457 under the Securities Act solely for the purpose of calculating the registration fee for the securities registered hereby).






























INCORPORATION OF CONTENTS OF PRIOR




REGISTRATION STATEMENTS










Pursuant to General Instruction E of Form S-8, the contents of registration statement numbers



333-120756



and



333-


187105



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, 2020 (the “2020 10-K”), and



Amendment


No.


1



to the 2020 10-K;













the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended



March


31,


202


1



,



June 30, 2021



, and



September




30, 202


1



;













the Company’s Current Reports on Form 8-K filed with the Commission on



February 1, 2021



(solely with respect to Item 8.01),



February 4, 2021



,



February


24


, 2021



,



May 26, 2021



,



June 17, 2021



,



July 21, 2021



,



September 1, 2021



,



September 8, 2021



,



October 1, 2021



, and



October 12, 2021



, and the Company’s Current Report on Form 8-K dated April 26, 2021 and filed with the Commission on



April 29, 2021



(solely with respect to Item 5.02); and













the description of the Company’s common stock set forth in



Exhibit 4.1



to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.










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 November 1, 2021, Ms. Kerber was the beneficial owner of 993 shares of the Company





s Common Stock. Ms. Kerber also holds 2,766 vested restricted stock units and 35,000 unvested stock options and is a participant in the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan.
























2






















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 of the Company, as amended July 1, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 6, 2020).








Opinion of Erin J. Kerber, Chief Legal Officer of Credit Acceptance Corporation.*








Consent of Grant Thornton LLP.*








Consent of Erin J. Kerber, Chief Legal Officer of Credit Acceptance Corporation (included in Exhibit 5.1).*








Power of attorney (included on signature page).*








Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan (incorporated by reference to Annex A to the Company’s definitive proxy statement on Schedule 14A, filed June 10, 2021).











* Filed herewith.
























3






















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 November 1, 2021.






































































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 November 1, 2021:























































































































































































Signature






Title
























/s/ KENNETH S. BOOTH






Chief Executive Officer and Director









Kenneth S. Booth






(Principal Executive Officer and Principal Financial Officer)
























/s/ JAY D. MARTIN





Senior Vice President – Finance & Accounting






Jay D. Martin




(Principal Accounting Officer)










/s/ THOMAS N. TRYFOROS




Lead Director









Thomas N. Tryforos




















/s/ GLENDA J. FLANAGAN




Director









Glenda J. Flanagan


























/s/ VINAYAK R. HEGDE






Director










Vinayak R. Hegde































/s/ SCOTT J. VASSALLUZZO






Director









Scott J. Vassalluzzo































4




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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