As filed with the Securities and Exchange Commission on March 2, 1998.
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 incorporation or organization) (I.R.S. Employer Identification No.)
748 Miller Drive, S.E.
Leesburg, Virginia 20175
(Address of principal executive offices)
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Precision Tune 1996 Employee
Stock Purchase Plan
(Full title of the plan)
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Peter Kendrick
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 $.01 per share.......... 20,000 $10.50 $210,000.00 $100.00
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(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 filed by 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 (No. 333-34439);
(b) The Registrant's Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission on December 19, 1997;
(c) The Registrant's Current Report on Form 10-Q for the
quarter ended December 31, 1997, filed with the Commission on February 17, 1998;
and
(d) 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
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
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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. The Precision Tune 1996 Employee Stock Purchase Plan.
5. Opinion of Miles & Stockbridge P.C.
23.1. Consent of Ernst & Young LLP, independent auditors.
23.2. Consent of Miles & Stockbridge P.C.
(included in the opinion filed as Exhibit 5).
24. Power of Attorney.
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:
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(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) (ss.230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the 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 registration statement is on Form S-3 or Form S-8, and 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.
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(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 2nd day of
March, 1998.
PRECISION AUTO CARE, INC.
By: /s/ John F. Ripley
_______________________________
John F. Ripley
President, Chief Executive
Officer and Director
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
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*
________________________
Lynn E. Caruthers Chairperson of the Board March 2, 1998
of Directors
/s/ John F. Ripley
________________________
John F. Ripley President, Chief March 2, 1998
Executive Officer
and Director
*
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William R. Klumb Vice President-Precision March 2, 1998
Auto Wash Operations and
Director
*
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Woodley A. Allen Director March 2, 1998
*
________________________
George Bavelis Director March 2, 1998
Signature Title Date
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*
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Bernard H. Clineburg Director March 2, 1998
*
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C. Eugene Deal Director March 2, 1998
*
________________________
Effie Eliopulos Director March 2, 1998
*
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Bassam Ibrahim Director March 2, 1998
*
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Richard O. Johnson Director March 2, 1998
*
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Arthur Kellar Director March 2, 1998
*
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Harry G. Pappas, Jr. Director March 2, 1998
*
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Gerald Zamensky Director March 2, 1998
By: /s/ John F. Ripley
________________________
John F. Ripley March 2, 1998
(Attorney-in-Fact)**
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**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
Index to Exhibits
Exhibit
Number Description
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4. The Precision Tune 1996 Employee
Stock Purchase Plan.
5. Opinion of Miles & Stockbridge P.C.
23.1. Consent of Ernst & Young
LLP, independent auditors.
23.2. Consent of Miles & Stockbridge P.C.
(included in the opinion filed
as Exhibit 5).
24. Power of Attorney.