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As filed with the Securities and Exchange Commission
on March 22, 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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MONRO MUFFLER BRAKE, INC.
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(Exact name of registrant as specified in its charter)
New York 16-0838627
- ------------------------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Holleder Parkway, Rochester, New York 14615
(Address of Principal Executive Offices) (Zip Code)
MONRO MUFFLER BRAKE, INC. 1989 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
Robert G. Gross
President and Chief Executive Officer
MONRO MUFFLER BRAKE, INC.
200 Holleder Parkway
Rochester, New York 14615
(716) 647-6400
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Title of Proposed Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered (1) Per Share (2) Price (2) Fee
------------- -------------- ---------------- -------------- ------------
Common Stock, par value 577,783 $10.125 $5,850,052.88 $1,462.51
$.01 per share shares
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(1) This amount is in addition to the 173,255 shares originally registered
on December 28, 1992 (Registration Number 33-56458) (as adjusted for
subsequent stock dividends), for a total of 751,038 registered shares.
In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement on Form S-8
also covers an indeterminate number of shares as may be required to
cover possible adjustments under
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the Monro Muffler Brake, Inc. 1989 Employees' Incentive Stock Option
Plan, as amended (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act, based on the
average of the high and low prices quoted for the Common Stock (the
"Common Stock") in NASDAQ over-the-counter trading on March 20, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
The contents of the Registration Statement on Form S-8 filed
by Monro Muffler Brake, Inc. (the "Company") with the Securities and Exchange
Commission on December 28, 1992 (Registration Number 33-56458) with respect to
173,255 shares of Common Stock of the Company (as adjusted for subsequent stock
dividends) are incorporated herein by reference.
Additional Information
This Registration Statement includes an additional 577,783
shares of Common Stock of the Company available to be issued under the Plan.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part
of this Registration Statement:
Exhibit No. Document
4.1 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan
4.2 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan Amendment No. 1
4.3 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan Amendment No. 2
4.4 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan Amendment No. 3
5 Opinion of Schulte Roth & Zabel LLP with respect
to the legality of original issuance shares of
Common Stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Schulte Roth & Zabel LLP (included in
Exhibit 5)
24 Powers of Attorney (see pages II-1 and II-2 of
this Registration Statement)
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POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby appoint Robert G. Gross and Catherine D'Amico, and each of them, as their
attorneys-in-fact, with full power of substitution, to execute in their names
and on behalf of the Company and each such person, individually and in each
capacity stated below, one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact acting on the
premise shall from time to time deem appropriate and to file any such amendment
to this Registration Statement with the Securities and Exchange Commission.
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 Rochester, State of New York, on this 19th day
of March, 2001.
MONRO MUFFLER BRAKE, INC.
By: /s/ Robert G. Gross
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Robert G. Gross
President and Chief Executive Officer
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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 dates indicated.
Name and Signature Title Date
------------------ ----- ----
/s/ Robert G. Gross Director, President and March 19, 2001
- ------------------------------------- Chief Executive Officer
Robert G. Gross (Principal Executive Officer)
/s/ Catherine D'Amico Senior Vice-President-Finance March 19, 2001
- ------------------------------------- Chief Financial Officer
Catherine D'Amico and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Burton S. August, Sr. Director March 19, 2001
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Burton S. August, Sr.
/s/ Charles J. August Director March 19, 2001
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Charles J. August
/s/ Robert W. August Director March 19, 2001
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Robert W. August
/s/ Frederick M. Danziger Director March 19, 2001
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Frederick M. Danziger
/s/ Jack M. Gallagher Director March 19, 2001
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Jack M. Gallagher
/s/ Donald Glickman Director March 19, 2001
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Donald Glickman
/s/ Peter J. Solomon Director March 19, 2001
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Peter J. Solomon
/s/ Lionel B. Spiro Director March 19, 2001
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Lionel B. Spiro
/s/ W. Gary Wood Director March 19, 2001
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W. Gary Wood
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EXHIBIT INDEX
Exhibit No. Document
4.1 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan (included as an exhibit to the
Company's Form S-8 filed December 28, 1992 and
incorporated by reference)
4.2 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan Amendment No. 1
4.3 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan Amendment No. 2
4.4 Monro Muffler Brake, Inc. 1989 Employees' Incentive
Stock Option Plan Amendment No. 3
5 Opinion of Schulte Roth & Zabel LLP with respect to
the legality of original issuance of shares of Common
Stock being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Schulte Roth & Zabel LLP (included in
Exhibit 5)
24 Powers of Attorney (see pages II-1 and II-2 of this
Registration Statement)
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