As filed with the Securities and Exchange Commission on December 21, 2001
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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GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0506313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 ECHO LANE, SUITE 100
HOUSTON, TEXAS 77024
(Address of principal executive offices, including zip code)
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GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
B. B. HOLLINGSWORTH, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
950 ECHO LANE, SUITE 100
HOUSTON, TEXAS 77024
(Name and address of agent for service)
(713) 647-5700
(Telephone number, including area code, of agent for service)
Copy to:
John S. Watson
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin
Houston, Texas 77002-6760
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01
per share(3) 500,000 shares $30.26 $15,130,000 $3,616.07
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(1) Under General Instruction E of Form S-8, this registration statement
registers an additional 500,000 shares of common stock to be issued under
the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (the
"Plan"). A registration statement (File No. 333-42165) was previously
filed with the Securities and Exchange Commission on December 12, 1997
covering 200,000 shares of common stock to be issued under the Plan, and a
registration statement (File No. 333-70043) was previously filed with the
Securities and Exchange Commission on December 31, 1998 covering 800,000
shares of common stock to be issued under the Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, based upon the average of
the high and low prices reported on the New York Stock Exchange on December
20, 2001 ($30.26 per share).
(3) Each share of common stock includes Rights under our Rights Agreement,
which Rights are attached to and trade with our common stock.
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Pursuant to the requirements of General Instruction E of Form S-8, the
contents of the registration statement on Form S-8 (File No. 333-42165) of Group
1 Automotive, Inc. (the "Company") and the registration statement on Form S-8
(File No. 333-70043) of the Company are hereby incorporated by reference herein,
including each of the documents filed by the Company with the Securities and
Exchange Commission and incorporated or deemed to be incorporated by reference
therein and including each of the documents filed as Exhibits to such
Registration Statement.
ITEM 8. EXHIBITS.
4.1 Second Amendment to Group 1 Automotive, Inc. 1998 Employee
Stock Purchase Plan.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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 Houston, State of Texas, on the 21st day of December,
2001.
GROUP 1 AUTOMOTIVE, INC.
By: /s/ B. B. HOLLINGSWORTH, JR.
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B. B. Hollingsworth, Jr.
Chairman, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L.
Thompson or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 21st day of December, 2001.
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<Caption>
SIGNATURE TITLE
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/s/ B. B. HOLLINGSWORTH, JR. Chairman, President and
- ------------------------------------------ Chief Executive Officer and Director
B. B. Hollingsworth, Jr. (Principal Executive Officer)
/s/ SCOTT L. THOMPSON Senior Vice President
- ------------------------------------------ Chief Financial Officer and Treasurer
Scott L. Thompson (Principal Financial and Accounting Officer)
/s/ ROBERT E. HOWARD II Director
- ------------------------------------------
Robert E. Howard II
/s/ JOHN L. ADAMS Director
- ------------------------------------------
John L. Adams
/s/ JOHN H. DUNCAN Director
- ------------------------------------------
John H. Duncan
/s/ BENNETT E. BIDWELL Director
- ------------------------------------------
Bennett E. Bidwell
/s/ KEVIN H. WHALEN Director
- ------------------------------------------
Kevin H. Whalen
/s/ MAX P. WATSON, JR. Director
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Max P. Watson, Jr.
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INDEX TO EXHIBITS
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
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4.1 Second Amendment to Group 1 Automotive, Inc. 1998
Employee Stock Purchase Plan.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Vinson & Elkins, L.L.P. (included in Exhibit
5.1).
24.1 Powers of Attorney (included on the signature page to
this Registration Statement).
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