Filed with the Securities and Exchange Commission on December 30, 1997
Securities Act Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0572810
(State of incorporation) (I.R.S. Employer Identification No.)
360 E. Jackson St., Medford, Oregon 97501
(Address of principal executive offices) (Zip Code)
LITHIA MOTORS, INC., SALARY REDUCTION PROFIT SHARING PLAN
(Full title of the plan)
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Sidney B. DeBoer, President
360 E. Jackson St.
Medford, Oregon 97501
(541) 776-6899
(Name, address and telephone number
of agent for service)
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Copies to:
Kenneth E. Roberts, Esq.
Foster Pepper & Shefelman
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Number of Maximum Maximum Amount of
Title of Securities Shares Being Offering Price Aggregate Registration
Being Registered Registered(1) Per Share(2) Offering Price(2) Fee
Class A Common Stock 250,000 $14.25 $3,562,500 $1,051.00
(1) The shares of Common Stock represent the number of shares which may be
issued pursuant to the Salary Reduction Profit Sharing Plan. In addition,
pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of additional shares which may be issuable as a result
of the anti-dilution provisions of Plan.
(2) The maximum offering price for the shares cannot presently be determined as
the offering price is established at the time shares are issued. Pursuant
to Rule 457(h), the offering price is estimated based on the last sale
price reported for the Common Stock on NASDAQ on December 26, 1997.
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered and
sold pursuant to the Plan. Pursuant to Rule 457(h), no registration fee is
applicable to interests in the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Lithia Motors, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference in this
registration statement:
1. The Company's annual report on Form 10-K filed with the Commission on
March 31, 1997 (File No. 000-21789).
2. The description of the Class A Common Stock contained in the Company's
registration statement on Form S-1 declared effective by the Commission on
December 18, 1996 (File No. 333-14031).
All documents filed by the Company subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (Oregon Revised Statutes ("ORS")
Sections 60.387 to 60.414), applicable to the Company, a person who is made a
party to a proceeding because such person is or was an officer or director of a
corporation may be indemnified by the corporation against liability incurred by
such person in connection with the proceeding if (i) the person's conduct was in
good faith and in a manner he or she reasonably believed was in the
corporation's best interest or at least not opposed to its best interests and
(ii) if the proceeding was a criminal proceeding, the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful. Indemnification is
not permitted if the person was adjudged liable to the corporation in a
proceeding by or in the right of the corporation, or if the Indemnitee was
adjudged liable on the basis that he or she improperly received a personal
benefit. Unless the articles of the corporation provide otherwise, such
indemnification is mandatory if the Indemnitee is wholly successful on the
merits or otherwise, or if ordered by a court of competent jurisdiction.
The Oregon Business Corporation Act also provides that a company's Articles
of Incorporation may limit or eliminate the personal liability of a director to
the corporation or its shareholders for monetary damages for conduct as a
director, provided that no such provision shall eliminate the liability of a
director for (i) any breach of the directors' duty of loyalty to the corporation
or its shareholders; (ii) acts or omissions not in good faith or which involve
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intentional misconduct or a knowing violation of law; (iii) any unlawful
distribution; or (iv) any transaction from which the director derived an
improper personal benefit.
The Company's Articles of Incorporation (the "Articles") provide that the
company will indemnify its directors and officers, to the fullest extent
permissible under the Oregon Business Corporation Act against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director or officer of the company or is or was serving at the
request of the company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is to limit the liability of directors for
monetary damages, and to indemnify the directors and officers of the Company for
all costs and expenses for liability incurred by them in connection with any
action, suit or proceeding in which they may become involved by reason of their
affiliation with the Company, to the fullest extent permitted by law. These
provisions do not limit the rights of the Company or any shareholder to see
non-monetary relief, and do not affect a director's or officer's
responsibilities under any other laws, such as securities or environmental laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-K being filed herewith or
incorporated herein by reference are as follows:
Exhibit
4.1 Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
by reference to Exhibit 3.1 to the Company's registration statement on
Form S-1 as declared effective by the Securities and Exchange
Commission on December 18, 1996 (File No. 333-14031).
4.2 Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
to the Company's registration statement on Form S-1 as declared
effective by the Securities and Exchange Commission on December 18,
1996 (File No. 333-14031).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)
99 Lithia Motors, Inc. Salary Reduction Profit Sharing Plan
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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;
(3) 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 1 and 2 do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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.
(B) 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.
(C) 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.
(D) 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 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(E) 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 provisions described in Item 6, 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 the 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. The foregoing undertaking
shall not apply to indemnification which is covered by insurance.
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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 the City of Medford, State of Oregon, on the 30th day of
December, 1997.
LITHIA MOTORS, INC.
By: /s/ M.L. Dick Heimann
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M.L. Dick Heimann,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
By: /s/ Sidney B. DeBoer Date: 12-30-97
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Sidney B. DeBoer
President, Chief Executive Officer and
Chairman of the Board of Directors
By: /s/ M.L. Dick Heimann Date: 12-30-97
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M.L. Dick Heimann
Executive Vice President, Director
By: /s/ R. Bradford Gray Date: 12-30-97
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R. Bradford Gray
Director
By: /s/ Thomas Becker Date:12-30-97
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Thomas Becker
Director
By: /s/ William Young Date: 12-30-97
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William Young
Director
By: /s/ Brian R. Neill Date: 12-30-97
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Brian R. Neill
Senior Vice President, Chief Financial Officer
(Chief Accounting and Financial Officer)
PAGE>
EXHIBIT INDEX
Exhibit
4.1 Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
by reference to Exhibit 3.1 to the Company's registration statement on
Form S-1 as declared effective by the Securities and Exchange
Commission on December 18, 1996 (File No. 333-14031).
4.2 Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
to the Company's registration statement on Form S-1 as declared
effective by the Securities and Exchange Commission on December 18,
1996 (File No. 333-14031).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)
99 Lithia Motors, Inc. Salary Reduction Profit Sharing Plan