As filed with the Securities and Exchange Commission on August 25, 1999.
Registration No. 33-
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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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PRECISION AUTO CARE, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1847851
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
748 MILLER DRIVE, S.E.
LEESBURG, VIRGINIA 20175
(Address of principal executive offices)
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PRECISION AUTO CARE, INC. 1999 EMPLOYEE
STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
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ELIOT G. BOWYTZ
PRECISION AUTO CARE, INC.
748 MILLER DRIVE, S.E.
LEESBURG, VIRGINIA 20175
(703) 777-9095
(Name, address, including zip code and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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COMMON STOCK, PAR
VALUE $0.01 PER SHARE... 600,000 $2.86 $1,716,000 $485.00
(1) DETERMINED PURSUANT TO RULE 457, SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents file by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference made a part
hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, filed with the Commission on September 28, 1998, as
amended on Forms 10-K/A filed October 13, 1999, and October 28, 1998.
(b) The Registrant's Current Report on Form 8-K filed with the
Commission on September 23, 1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, filed with the Commission on November 16, 1998, as
amended on Form 10-Q/A filed November 20, 1998.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998, filed with the Commission on February 16, 1999;
(e) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission on May 17, 1999.
(f) The Registrant's Current Report on Form 8-K filed with the
Commission on February 1, 1999.
(g) The Registrant's Current Report on Form 8-K filed with the
Commission on March 31, 1999; and
(h) The description of the Registrant's capital stock contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
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ITEM 6. Indemnification of Directors and officers.
The Articles of Incorporation of the Company provide that, to the
fullest extent permitted by the Virginia Stock Corporation Act, the Company
shall indemnify current and former directors and officers of the Company against
any and all liabilities and expenses in connection with their services to the
Company in such capacities. The Articles of Incorporation further mandate that
the Company shall advance expenses to its directors and officers to the full
extent permitted by the Virginia Stock Corporation Act. The Articles of
Incorporation also permit the Company, by action of its Board of Directors, to
indemnify its employees and agents with the same scope and effect as the
foregoing indemnification of directors and officers.
The Articles of Incorporation of the Company provide that, to the
fullest extent permitted by the Virginia Stock Corporation Act, no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages. Under current Virginia law, the effect of
this provision is to eliminate the rights of the Company and its stockholders to
recover monetary damages against a director or officer except for the director
or officer's (a) willful misconduct, (b) knowing violation of any criminal law
or of any federal or state securities law, including (without limitation), any
claim of unlawful insider trading or manipulation of the market for any
security, or (c) payment of unlawful distributions, including dividends and
stock redemptions.
The Articles of Incorporation of the Company authorize the Company to
purchase liability insurance for its officers and directors and the Company
currently maintains such insurance coverage on behalf of its officers and
directors.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
4. Precision Auto Care, Inc. 1999 Employee Stock Option and Restricted
Stock Plan, included as Appendix A to the Registrant's definitive
Proxy Statement for the Special Meeting of Shareholders held on May
25, 1999, is hereby incorporated by reference.
5. Opinion of Miles & Stockbridge P.C.
23.1. Consent of Ernst & Youg LLP, independent auditors.
23.2. Consent of Miles & Stockbridge P.C. (included in the opinion filed
as Exhibit 5).
24. Power of Attorney.
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ITEM 9. Undertakings.
(a) The undersigned registrant hereby undertakes;
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) 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 (a)(1)(i) and (a)(1)(ii) 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.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to
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section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 foregoing provisions, 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 a 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.
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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 Leesburg, State of Virginia on the 24th day of
August, 1999.
PRECISION AUTO CARE, INC.
By: /s/ Eliot G. Bowytz
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Eliot G. Bowytz
Assistant General Counsel
and Secretary
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 date indicated.
Signature Title Date
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Lynn E. Caruthers Chairperson of the Board August 24, 1999
of Directors
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Charles L. Dunlap President, Chief August 24, 1999
Executive Officer
and Director
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William R. Klumb Director August 24, 1999
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Woodley A. Allen Director August 24, 1999
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George Bavelis Director August 24, 1999
Signature Title Date
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Bernard H. Clineburg Director August 24, 1999
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Effie Eliopulos Director August 24, 1999
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Bassam Ibrahim Director August 24, 1999
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Richard O. Johnson Director August 24, 1999
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Arthur Kellar Director August 24, 1999
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Harry G. Pappas, Jr. Director August 24, 1999
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Gerald Kamensky Director August 24, 1999
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Jerry L. Little, Jr. Chief Financial August 24, 1999
Officer and Senior
Vice President (Principal
Finance Officer)
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John N. Tarrant Controller August 24, 1999
By: /s/ Eliot G. Bowytz
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Eliot G. Bowytz, Attorney in fact**
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**By authority of Power of Attorney filed with this Registration Statement on
Form S-8.