Form S-8 - Securities to be offered to employees in employee benefit plans

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, 202 4;

•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.

Item 8. Exhibits.


Exhibit No.						Description

4.1						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).
4.2						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).
5.1						Opinion of Erin J. Kerber, Chief Legal Officer of the Company.*
23.1						Consent of Grant Thornton LLP.*
23.2						Consent of Erin J. Kerber, Chief Legal Officer of the Company (included in Exhibit 5.1).*
24.1						Power of attorney (included on signature page).*
99.1						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).
107						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

(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.

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

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Credit Acceptance Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities


	Security type	Security class title	Fee calculation rule	Amount registered	Proposed maximum offering price per unit	Maximum aggregate offering price	Fee rate	Amount of registration fee
1	Equity	Common Stock, $.01 par value	Rule 457(a)	250,000	$563.45	$140,862,500.00	0.0001476	$20,791.31
	Total Offering Amounts					$140,862,500.00		$20,791.31
	Total Fee Offsets							0.00
	Net Fee Due							$20,791.31

1 The amount registered consists of 250,000 shares of Common Stock, $.01 par value, of Credit Acceptance Corporation (“Common Stock”) authorized for issuance in connection with awards under the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan, as amended (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement shall be deemed to cover any additional shares of Common Stock to be offered or issued under the 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. The proposed maximum offering price per unit, calculated as the average of the high and low prices reported for a share of Common Stock on The Nasdaq Stock Market on July 25, 2024, and the maximum aggregate offering price are estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act.

Exhibit 5.1

July 31, 2024

Credit Acceptance Corporation

25505 West Twelve Mile Road

Southfield, Michigan 48034-8339

Ladies and Gentlemen:

I am the Chief Legal Officer of Credit Acceptance Corporation, a Michigan corporation (the “Company”), and have acted in such capacity as counsel to the Company in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the registration of 250,000 shares (the “Shares”) of the Company’s common stock, par value $.01 (the “Common Stock”), issuable pursuant to the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan, as amended (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion stated herein, I have examined and relied on originals or copies of the following: (i) the Registration Statement; (ii) the articles of incorporation of the Company, as amended; (iii) the amended and restated bylaws of the Company, as amended, as in effect from July 1, 2020 through November 3, 2021, and the amended and restated bylaws of the Company as in effect from March 3, 2022 through the date hereof; (vi) the report of the inspector of election for the 2021, 2023, and 2024 annual meetings of shareholders of the Company, reflecting approvals relating to the Plan by the Company’s shareholders at such meetings. I also have examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinion stated below.

25505 West Twelve Mile Road

Southfield, Michigan 48034

www.creditacceptance.com

ekerber@creditacceptance.com

Phone 248-353-2700 ext. 5779

Facsimile (866) 296-8872

Credit Acceptance Corporation

July 31, 2024

Page 2

In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts relevant to the opinion stated herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

The opinion stated below is subject to the following further qualifications, assumptions and limitations:

(a) I have assumed that, prior to the issuance of any Shares, the Company and the recipient of an award under the Plan will have duly entered into an applicable award agreement, and the issuance of any such shares will be in accordance with the terms of the Plan; and

(b) I have assumed that, prior to the issuance of any Shares, the Company will have received the consideration contemplated by the applicable resolutions of the board of directors of the Company or a duly authorized committee thereof authorizing the issuance of such shares and/or the consideration contemplated pursuant to the terms of the Plan (including any consideration provided for in an award agreement).

I am admitted to practice law in the State of Michigan, and I express no opinion as to the laws of any jurisdiction other than the Michigan business corporation act.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized by the Company and, when awarded by the board of directors of the Company or a duly authorized committee thereof and issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

I hereby consent to the reference to me in Item 5 of Part II of the Registration Statement. I also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act.

Very truly yours,

/s/ Erin J. Kerber

Erin J. Kerber

Chief Legal Officer

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 9, 2024 with respect to the consolidated financial statements and internal control over financial reporting of Credit Acceptance Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Southfield, Michigan

July 31, 2024

Submission	Jul. 31, 2024
Submission [Line Items]
Central Index Key	0000885550
Registrant Name	Credit Acceptance Corp
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Jul. 31, 2024 USD ($) shares $ / shares
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, $.01 par value
Amount Registered \| shares	250,000
Proposed Maximum Offering Price per Unit \| $ / shares	563.45
Maximum Aggregate Offering Price	$ 140,862,500
Fee Rate	0.01476%
Amount of Registration Fee	$ 20,791.31
Offering Note	The amount registered consists of 250,000 shares of Common Stock, $.01 par value, of Credit Acceptance Corporation (“Common Stock”) authorized for issuance in connection with awards under the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan, as amended (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement shall be deemed to cover any additional shares of Common Stock to be offered or issued under the 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. The proposed maximum offering price per unit, calculated as the average of the high and low prices reported for a share of Common Stock on The Nasdaq Stock Market on July 25, 2024, and the maximum aggregate offering price are estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act.