As filed with the Securities and Exchange Commission on June 14, 2000.
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
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 Identification No.)
incorporation or organization)
748 Miller Drive, S.E.
Leesburg, Virginia 20175
(Address of principal executive offices)
PRECISION AUTO CARE INC. 2000 OUTSIDE DIRECTORS' STOCK PLAN
(Full title of the plan)
Charles L. Dunlap
President and Chief Executive Officer
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)
Copies to:
Peter A. Fish, Esquire
Miles & Stockbridge P.C.
1751 Pinnacle Drive, Suite 500
McLean, Virginia 22102
(703) 903-9000
_______________
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
To be registered registered per share(1) price(1) registration fee
- ------------------- ------------ ----------------- ------------------- ----------------
Common Stock 50,000 $1.125 $56,250 $14.85
- ----------
(1) Determined pursuant to Rule 457, solely for the purposes of calculating the
registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Precision Auto Care, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b) with
the Commission on November 6, 1997 which formed a part of the Registrant's
Registration Statement on Form S-1 (Registration No. 333-34439);
(b) The Registrant's Annual Report on Form 10-K for the year ended
June 30, 1999, filed with the Commission on September 28, 1999, as amended
October 14, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, filed with the Commission on November 15, 1999, as
amended November 19, 1999;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999, filed with the Commission on February 11, 2000, as
amended February 23, 2000; and
(e) 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, as amended (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 Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters 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 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.
Exhibit No. Description of Exhibit
---------- ----------------------
4 Precision Auto Care, Inc. 2000 Outside Directors' Stock
Plan
5 Opinion of Miles & Stockbridge P.C.
23.1 Consent of Ernst & Young LLP, independent auditors
23.1 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;
and
(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 subparagraphs (1)(i) and (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 Section 13(a) or Section 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
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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.
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, Commonwealth of Virginia, on June 9,
2000.
PRECISION AUTO CARE, INC.
By: /s/ Charles L. Dunlap
---------------------------
Charles L. Dunlap
President and Chief Executive Officer
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Charles L. Dunlap President, Chief Executive Officer, and Director June 9, 2000
- -------------------------- [Principal Executive Officer]
Charles L. Dunlap
/s/ Jerry L. Little Senior Vice President and Chief Financial June 9, 2000
- -------------------------- Officer [Principal Financial and Accounting
Jerry L. Little Officer]
By authority of a Power of Attorney filed as an Exhibit hereto, this
Registration Statement also has been signed by each member the Registrant's
Board of Directors:
Woodley A. Allen Bassam N. Ibrahim
George A. Bavelis Arthur Kellar
Lynne E. Caruthers William R. Klumb
Bernard H. Clineburg Ernest S. Malas
Mauricio Zambrano
By: /s/ Charles L. Dunlap June 9, 2000
---------------------
Charles L. Dunlap
Attorney-in-Fact
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