UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) February 1422, 2012

Advance America, Cash Advance Centers, Inc.

(Exact name of registrant as specified in charter)

Delaware		001-32363		58-2332639
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employee Identification No.)

135 North Church Street, Spartanburg, SC		29306
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (864) 515-5600

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

o x 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))

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Principal~~Financial ~~Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers~~Condition.

On February 1522, 2012, ~~disinterested~~the ~~members~~Company ofissued a press release announcing its earnings for the ~~Board~~fiscal ofquarter ~~Directors~~and year ended December 31, 2011 (the “~~Board~~Earnings Release”). The ofearnings ~~Advance~~release ~~America,~~is ~~Cash~~attached ~~Advance~~hereto ~~Centers,~~as Exhibit ~~Inc~~99.1 (to this current report. The information in the earnings release shall not be deemed “~~Company~~filed”) ~~approved~~for ~~certain~~purposes ~~compensation~~of ~~arrangements~~Section 18 ~~for~~of J.the ~~Patrick~~Securities ~~O’Shaughnessy~~Exchange Act of 1934, ~~Chief~~or ~~Executive~~otherwise ~~Officer~~subject ofto the ~~Company~~liability ~~(the~~of ~~“CEO”)~~that section, ~~and~~nor ~~James~~shall A.it ~~Ovenden,~~be ~~Chief~~deemed ~~Financial~~incorporated ~~Officer~~by ofreference in any filing under the ~~Company~~Securities (Act of 1933 or the ~~“CFO”). These~~Securities ~~compensation~~Exchange ~~arrangements~~Act ~~include:~~of 1934, except as expressly set forth by specific reference in such filing.

~~· 2011~~Item ~~cash~~8.01. ~~bonuses;~~Other Information.

~~· 2012~~Also ~~base~~in ~~salaries;~~the Company’s Earnings Release, the Company announced that due to the continued negative performance of operations in the United Kingdom and Canada, the Company is pursuing strategic alternatives, including the divesture of these operations, which would allow it to exit the United Kingdom and Canada by the end of 2012.

· As a result, the Company recorded expenses of approximately $8.0 million, including impairment of goodwill of $4.3 million, impairment of fixed assets of $2.4 million, write-down of receivables of $0.8 million, and other expenses of approximately $0.5 million during the quarter ended December 31, 2011. During the first six months of 2012, ~~restricted~~the ~~stock~~Company ~~awards;~~expects to incur approximately $3.6 million of additional center closing costs with respect to operations in the United Kingdom and Canada. Closing costs include severance, center tear-down costs, lease termination costs, and other professional fees.

~~· 2012~~For ~~cash~~the ~~bonus~~year ~~arrangements~~ended December 31, 2011, revenues from the Company’s operations in the United Kingdom and Canada were $9.1 million. For the year ended December 31 2011, center gross loss from operations in the United Kingdom and Canada was $5.6 million.

CEO Compensation

On February 15, 2012, disinterested members of the Board, upon recommendation by the Compensation Committee of the Board (the “Compensation Committee”) and based, in part, upon an independent third-party review of the CEO’s compensation, approved the following compensation provisions for the CEO:

· a cash bonus of $1,100,000 for 2011, composed of $550,000 attributable to the Company’s overall financial performance, as measured by the Company’s fully diluted earnings per share (the “Corporate Performance Component”), and $550,000 attributable to the Compensation Committee’s assessment of the executive’s individual performance (the “Individual Performance Component”);

· an annual base salary of $725,000 per year, effective retroactively to January 1, 2012; and

· a grant of 250,000 restricted shares of the Company’s common stock (the “CEO 2012 Equity Grant”), one-third of which would vest on each of the next three anniversaries of the award.

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2012 (the “February 16 Form 8-K”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Eagle U.S. Sub, Inc., a Delaware corporation (“Parent”), and Eagle U.S. Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent is a wholly-owned subsidiary of Grupo Elektra, S.A. de C.V. The Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. As also disclosed in the February 16 Form 8-K, the Company and Parent entered into modifications of the previously disclosed Change of Control Agreements for the CEO and CFO.

The CEO’s modified Change of Control Agreement, which was filed as Exhibit 10.2 to the February 16 Form 8-K, provides that, immediately prior to the effective time of the Merger, unvested shares of the CEO’s 2012 Equity Grant would convert into a right to receive “Merger Consideration” (as specified in the February 16 Form 8-K), less any amounts required to be withheld under applicable laws, fifty percent of which would vest at the effective time and be paid as provided in the Merger Agreement. The remaining fifty percent, plus interest at the prime rate from the Effective Time, would be paid on the earlier of the first anniversary of the effective time or the termination of his employment, except termination by the Company for Cause or by the CEO without Good Reason.

CFO Compensation

On February 15, 2012, disinterested members of the Board, upon recommendation by the Compensation Committee and based, in part, upon an independent third-party review of the CFO’s compensation, approved the following compensation provisions for the CFO:

· a cash bonus of $295,460 for 2011 (pro-rated to reflect the fact that the CFO’s employment began on May 23, 2011), composed of $147,730 attributable to the Corporate Performance Component and $147,730 attributable to the Individual Performance Component;

· an annual base salary of $425,000 per year, effective retroactively to January 1, 2012; and

· a grant of 100,000 restricted shares of the Company’s common stock (the “CFO 2012 Equity Grant”), one-third of which would vest on each of the next three anniversaries of the award.

The CFO’s modified Change of Control Agreement, which was filed as Exhibit 10.3 to the February 16 Form 8-K, provides that, immediately prior to the effective time of the Merger, unvested shares of the CFO’s 2012 Equity Grant would convert into a right to receive Merger Consideration, less any amounts required to be withheld under applicable laws, fifty percent of which would vest at the effective time and be paid as provided in the Merger Agreement. The remaining fifty percent, plus interest at the prime rate from the Effective Time, would be paid on the on the earlier of the first anniversary of the effective time or the termination of his employment, except termination by the Company for Cause or by the CFO without Good Reason.

2012 Cash Bonus Arrangements

On February 14, 2012, the Compensation Committee approved 2012 cash bonus arrangements for the CEO and CFO (as set forth in Exhibit 10.1). Pursuant to these arrangements, each of the CEO and CFO may receive a cash bonus based on a percentage of his base salary as in effect at the time of the determination of the bonus, with a target bonus equal to 100% and a maximum bonus equal to 200% of the base salary for the CEO, and a target bonus equal to 75% and a maximum bonus equal to 150% of the base salary for the CFO. One half of each cash bonus will be determined by the Corporate Performance Component and the remaining one half of each cash bonus will be determined by Individual Performance Component. The overall maximum cash bonus percentages may be reduced or increased based upon the Company’s financial performance.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Description of 2012 Cash Bonus Arrangements for Executive Officers
99.1		Press Release, dated February 22, 2012, of Advance America, Cash Advance Centers, Inc. furnished pursuant to Item 2.02. Results of Operations and Financial Condition.

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.

	ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.
	Advance America, Cash Advance Centers, Inc.
	(Registrant)
Date: February 17, 2012	By:	/s/ James A. Ovenden
Date: February 22, 2012	By:	/s/ J. Patrick O’Shaughnessy
		James A. Ovenden
		J. Patrick O’Shaughnessy President and Chief Executive Officer
		Executive Vice President and Chief Financial Officer

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