UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 9, 2004 NICHOLAS FINANCIAL, INC. (Exact name of registrant as specified in its Charter) British Columbia, Canada 0-26680 8736-3354 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 2454 McMullen Booth Road, Building C Clearwater, Florida 33759 (Address of Principal Executive Offices) (Zip Code) (727) 726-0763 (Registrant's telephone number, Including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) 2 Item 5. Other Events The company announced today that it plans to offer approximately 1,500,000 shares of common stock in a public offering. The proceeds of the issuance are expected to be used to pay down the Company's line of credit. In addition, approximately 900,000 shares of common stock will be offered by a group of selling shareholders. The Company also announced that its common stock began trading today on the NASDAQ National Market under the symbol "NICK." The Company's common stock was quoted and traded on the Nasdaq SmallCap System under the symbol "NICK" through April 6, 2004. A copy of the Company's press release announcing the foregoing actions is attached as Exhibit 26 to this Report on Form 8-K and incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Description of Document Exhibit No. 26 Press release announcing issuance of common stock in a secondary offering and also commencement of trading on the National Market System on NASDAQ dated April 8, 2004 3 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, hereunto duly authorized. NICHOLAS FINANCIAL, INC. (Registrant) Date: April 9, 2004 /s/ Peter L. Vosotas Peter L. Vosotas Chairman, President, Chief Executive Officer (Principal Executive Officer) Date: April 9, 2004 /s/ Ralph T. Finkenbrink Ralph T. Finkenbrink (Principal Financial Officer and Accounting Officer) 4 Exhibit Index Exhibit No. 26 Press Release Dated April 8, 2004 5 EXHIBIT 26 TO FORM 8-K FOR IMMEDIATE RELEASE Nicholas Nicholas Financial, Inc. Corporate Headquarters 2454 McMullen-Booth Rd. Building C, Suite 501 Clearwater, FL 33759 Contact: Ralph Finkenbrink Sr. Vice President, Finance NASDAQ: NICK Web site: www.nicholasfinancial.com Ph # - 727-726-0763 Fax # - 727-726-2140 Nicholas Financial Announces Public Offering of Common Stock and Commencement of Trading on the NASDAQ National Market System Clearwater, Florida, - April 8, 2004: Nicholas Financial, Inc. (Nasdaq, NICK) today announced that it plans to offer approximately 1,500,000 shares of common stock in a public offering. The proceeds of the issuance are expected to be used to pay down the Company's line of credit. In addition, approximately 900,000 shares of common stock will be offered by a group of selling shareholders. Ferris, Baker Watts, Incorporated will serve as the managing underwriter for the offering. The Company has also granted the underwriter an option to purchase up to 360,000 additional shares of common stock to cover over-allotments, if any. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Once available, preliminary prospectuses may be obtained from Ferris, Baker Watts, Incorporated by contacting the office at the following address: Ferris, Baker Watts, Inc. -100 Light Street, 8th Floor Baltimore, MD 21202 (Fax) 410-659-4632 The Company also announced that its common stock began trading today on the NASDAQ National Market under the symbol "NICK." The Company's common stock was quoted and traded on the Nasdaq SmallCap System under the symbol "NICK" through April 6, 2004. Founded in 1985, Nicholas Financial provides specialty consumer finance products through its 31 branch offices located throughout the eastern United States. Except for the historical information contained herein, the matters discussed in this news release include forward- looking statements that involve risks and uncertainties detailed from time to time in the Company's filings and reports with the Securities and Exchange Commission. Such statements are based on the beliefs of the Company's management as well as assumptions made by and information currently available to Company management. Actual events or results may differ materially. ## End ##