As filed with the Securities and Exchange Commission on _______________ Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- Cash America International, Inc. (Exact name of registrant as specified in its charter) Texas 75-2018239 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1600 West 7th Street Fort Worth, Texas 76102 (Address of Principal Executive Offices) (Zip Code) CASH AMERICA INTERNATIONAL, INC. 1994 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) Hugh A. Simpson Executive Vice President, General Counsel & Secretary Cash America International, Inc. 1600 West 7th Street Fort Worth, Texas 76102 (Name and Address of Agent for Service) (817) 335-1100 (Telephone Number, Including Area Code, of Agent for Service) Proposed Title of Proposed Maximum Maximum Amount of Securities Amount To Be Offering Price Aggregate Registration To Be Registered Registered Per Share(1) Offering Fee(1) ---------------- ------------ -------------- --------- ------------ Common Stock, 1,200,000 $6.95 $8,340,000 $767.28 $.10 par value (1) Pursuant to Rule 457(c), offering price and registration fee are computed on the average of the high and low prices of the Registrant's Common Stock, as reported on the New York Stock Exchange on July 24, 2002. This Registration Statement registers additional securities to be issued under the Cash America International, Inc. 1994 Long-Term Incentive Plan. The contents of the earlier registration statements, No. 33-59733 and No. 333-95827, are incorporated herein by reference. The following exhibits are filed as part of this Registration Statement: Exhibit Description 23.1 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney (included on signature page of Registration Statement). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Fort Worth, State of Texas, on July 24, 2002. CASH AMERICA INTERNATIONAL, INC. By /s/ DANIEL R. FEEHAN ------------------------------------- Daniel R. Feehan, Chief Executive Officer and President POWER OF ATTORNEY We, the undersigned directors and officers of CASH AMERICA INTERNATIONAL, INC., hereby appoint DANIEL R. FEEHAN and HUGH A. SIMPSON, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities indicated below, which said attorneys and agents, or each of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including, without limitation, power and authority to sign for us, or any of us, in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or each of them shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on the 24th day of July, 2002, in the capacities indicated. Signature Title or Capacity --------- ----------------- /s/ JACK R. DAUGHERTY Chairman of the Board ---------------------------------- Jack R. Daugherty /s/ DANIEL R. FEEHAN Chief Executive Officer and ---------------------------------- President Daniel R. Feehan /s/ A.R. DIKE Director ---------------------------------- A.R. Dike /s/ JAMES H. GRAVES Director ---------------------------------- James H. Graves /s/ B.D. HUNTER Director ---------------------------------- B.D. Hunter /s/ TIMOTHY J. MCKIBBEN Director ---------------------------------- Timothy J. McKibben /s/ ALFRED M. MICALLEF Director ---------------------------------- Alfred M. Micallef /s/ CLIFTON H. MORRIS, JR. Director ---------------------------------- Clifton H. Morris, Jr. /s/ CARL P. MOTHERAL Director ---------------------------------- Carl P. Motheral EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney (included on signature page of Registration Statement).