Filed with the Securities and Exchange Commission on December ___, 1998
Securities Act Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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. 1998 EMPLOYEE STOCK BONUS PLAN
(Full title of the plan)
Sidney B. DeBoer, Chief Executive Officer
360 E. Jackson St.
Medford, Oregon 97501
(541) 776-6899
(Name, address and telephone number
of agent for service)
Copies to:
Kenneth E. Roberts, Esq.
Foster Pepper & Shefelman
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
Proposed Proposed
Number of Maximum Maximum Amount of
Title of Securities Shares Being Offering Price Aggregate Registration
Being Registered Registered Per Share (1) Offering Price (1) Fee
_____________________________________________________________________________________________
Class A Common Stock 2,000 $17.50 $35,000.00 $9.73
_____________________________________________________________________________________________
(1) 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 10,
1998 and the maximum offering price is calculated for the sole purpose
of determining the Registration Fee as all shares will be issued to
employees as a bonus.
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, 1998 (File No. 000-21789).
2. The description of the Class A Common Stock contained in the
Company's registration statement on Form S-1, as amended and filed with
the Commission on May 1, 1998, (File No. 333-47525).
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.
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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 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
3.1 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 amended, and filed with the Commission on May
1, 1998, (File No. 333-47525)
3.2 Bylaws of Lithia Motors, Inc.
Incorporated by reference to Exhibit 3.2 to the Company's registration
statement on Form S-1, as amended, and filed with the Commission on May
1, 1998, (File No. 333-47525)
4.1 Specimen Stock Certificate. Incorporated by reference to Exhibit 4.1
to the Company's registration statement on Form S-1, as amended, and
filed with the Commission on May 1, 1998, (File No. 333-47525).
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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)
24.1 Power of Attorney
(Included in the signature page)
99 Lithia Motors, Inc. 1998 Employee Stock Bonus Plan
II-3
tem 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,
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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
11th day of December, 1998.
LITHIA MOTORS, INC.
By: /S/ M. L. Dick Heimann
M.L. Dick Heimann
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints SIDNEY B. DeBOER and BRIAN R. NEILL, and each of them, with full
power of substitution to act as his true and lawful attorney in fact and
agent to act in his name, place and stead, and to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file any and all amendments to this registration, including any and all
post-effective amendments or new registration pursuant to Rule 462.
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. Debore Date: December 11, 1998
Sidney B. DeBoer
Chief Executive Officer and
Chairman of the Board of Directors
By: /s/ M. L. Dick Heimann Date: December 11, 1998
M.L. Dick Heimann
President, Chief Operating Officer,
Director
By: /s/ R. Bradford Gray Date: December 11, 1998
R. Bradford Gray, Director
By: /s/ Thomas Becker Date: December 11, 1998
Thomas Becker, Director
By: /s/ William Young Date: December 11, 1998
William Young, Director
By: /s/ Brian R. Neill Date: December 11, 1998
Brian R. Neill
Senior Vice President, Chief Financial
Officer (Chief Accounting and
Financial Officer)
EXHIBIT INDEX
Exhibit
3.1 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 amended and filed with the Commission on May
1, 1998, (File No. 333-47525).
3.2 Bylaws of Lithia Motors, Inc.
Incorporated by reference to Exhibit 3.2 to the Company's registration
statement on Form S-1 as amended and filed with the Commission on May
1, 1998, (File No. 333-47525).
4.1 Specimen Stock Certificate. Incorporated by reference to Exhibit 4.1
to the Company's registration statement on Form S-1, as amended and
filed with the Commission on May 1, 1998, (File No. 333-47525).
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)
24.1 Power of Attorney
(Included in the signature page)
99 Lithia Motors, Inc. 1998 Employee Stock Bonus Plan