As filed with the Securities and Exchange Commission on June 30, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
THE PARTS SOURCE, INC.
(Exact name of issuer as specified in its charter)
FLORIDA 59-3149403
---------------------- ---------------
(State of Incorporation) (I.R.S. Employer)
1751 S. Missouri Avenue
Clearwater, Florida 34616
(Address of Principal Executive Offices)
1996 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
--------------------------------------------------
(Full title of the plan)
Thomas D. Cox
The Parts Source, Inc.
1751 S. Missouri Avenue
Clearwater, Florida 34616
Telephone: (813)588-0377
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
______________________________
Copy to:
WILLIAM J. SCHIFINO, ESQ.
Schifino & Fleischer, P.A.
Suite 2700
One Tampa City Center
Tampa, Florida 33602
______________________________
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the effective date of the Registration Statement.
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
___________________________________________________________________________________________
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price Fee
___________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 300,000 $9.75 $2,925,000.00 $887.00
___________________________________________________________________________________________
(1) Pursuant to Rule 416, this Registration Statement also covers such indeterminate
number of additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions
effected without receipt of consideration as provided by the Plan.
(2) Based on the average of the high and low prices reported on the Nasdaq National
Market on June 25, 1997.
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference, the following documents filed or to be filed by The
Parts Source, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated into and made a part of this Registration
Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended.
b(1) Quarterly Report on Form 10-QSB for the quarter ended March 31,
1997, filed pursuant to Section 13 of the Securities Exchange
Act of 1934.
b(2) Proxy Statement dated April 15, 1997 filed in connection with
the Company's Annual Meeting of Shareholders held May 15, 1997.
b(3) All documents filed by the Company with the Commission
subsequent to the date of this Registration Statement under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, and 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 into and
made a part of this Registration Statement from the date of
filing of such documents with the Commission.
(c) The Company's Certificate of Incorporation authorizes the
issuance of up to 10,000,000 shares of Common Stock, $.001 par
value. The holders of the shares of Common Stock are entitled to
one vote for each share held of record on all matters on which
stockholders are entitled or permitted to vote. Such holders may
not cumulate votes in the election of directors. The holders of
Common Stock are entitled to receive such dividends as may
lawfully be declared by the Board of Directors out of funds
legally available therefor and to share pro rata in any other
distribution to the holders of Common Stock. The holders of
Common Stock are entitled to share ratably in the assets of the
Company remaining after the payment of liabilities in the event
of any liquidation, dissolution or winding up of the affairs of
the Company. There are no preemptive rights, conversion rights,
redemption or sinking fund provisions or fixed dividend rights
with respect to Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable, and the shares of
Common Stock to be issued in this offering, upon payment
therefor, will be fully paid and non-assessable.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock issuable by the Company under the
Company's 1996 Incentive and Non-Statutory Stock Option Plan will be passed upon
for the Company by Schifino & Fleischer, P.A., Tampa, Florida.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under applicable provisions of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided under such Act. The Company's Bylaws provide additional indemnification
provisions for the benefit of the Company's directors and officers. See Item 8,
Exhibit 3(b).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibit numbers on the following list correspond to the numbers in
the exhibit table required pursuant to Item 601 of Regulation SB:
Exhibit
Number Description
- ------ -----------
3(a) Certificate of Incorporation incorporated by reference to Exhibit 3(a)
of the Company's Registration Statement (File No. 33-1568-A) ordered
effective April 8, 1996.
3(b) By-Laws incorporated by reference to Exhibit 3(b) of the Company's
Registration Statement (File No. 33-1568-A) ordered effective April 8,
1996.
4(a) 1996 Incentive and Non-Statutory Stock Option Plan incorporated by
reference to Exhibit 4 of the Company's Registration Statement (File No.
33-1568-A) ordered effective April 8, 1996.
4(b) Amendment to 1996 Incentive and Non-Statutory Option Plan dated May 15,
1997.
5. Opinion of Schifino & Fleischer, P.A.
23(a) Consent of Schifino & Fleischer, P.A. See Exhibit 5.
23(b) Consent of Grant Thornton LLP.
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this registration statement:
2
<PAGE>
(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 event 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;
(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 (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 Company pursuant to
Section 13 or 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.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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.
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 Company
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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
3
<PAGE>
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 St. Petersburg and State of Florida, on the 24 day of
June, 1997.
THE PARTS SOURCE, INC.
By: /s/ Thomas D. Cox
-----------------------------------
Thomas D. Cox
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas D. Cox
- ---------------------------
Thomas D. Cox Chief Executive Officer June 24, 1997
and Director
/s/ Robert B. Morgan
- ---------------------------
Robert B. Morgan Chief Financial Officer June 24, 1997
/s/ Robert A. Cox, Jr.
- ---------------------------
Robert A. Cox, Jr. Director June 24, 1997
/s/ James M. Chadwick
- ---------------------------
James M. Chadwick Director June 24, 1997
/s/ M. Steven Sembler
- ---------------------------
M. Steven Sembler Director June 24, 1997
4
AMENDMENT TO THE PARTS SOURCE, INC.
1996 INCENTIVE AND NON-STATUTORY
STOCK OPTION PLAN
The Board of Directors and its shareholders have approved the
following amendment to the Company's 1996 Incentive and Non-Statutory Stock
Option Plan:
SECTION 3 - STOCK
3.1 SHARES SUBJECT TO PLAN. The stock subject to the options
granted under the Plan shall be shares of the Company's authorized
but unissued common stock, par value $.001 per share ("Common
Stock"). The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of
300,000 shares of Common Stock
Date: May 15, 1997
SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
WILLIAM J. SCHIFINO ONE TAMPA CITY CENTER
FRANK N. FLEISCHER SUITE 2700
CYNTHIA C. ELLIS 201 NORTH FRANKLIN STREET
TAMPA, FLORIDA 33602
TELEPHONE (813) 223-1535
TELECOPIER (813) 223-3070
June 24, 1997
EXHIBIT 5
The Parts Source, Inc.
1751 S. Missouri Avenue
Clearwater, FL 34616
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for The Parts Source, Inc. a Florida corporation
(the "Company"), in connection with the proposed offer by the Company of up to
300,000 shares of the Company's Common Stock (the "Shares") pursuant to the
Company's 1996 Incentive and Non-Statutory Stock Option Plan (the "Plan"). Such
offering of shares is covered by a prospectus forming a part of the Company's
Registration Statement on Form S-8, being filed with the Securities and Exchange
Commission. We are rendering this opinion as of the date hereof.
We have examined, among other things, the Certificate of Incorporation and
By-laws, as amended, of the Company, the records of corporate proceedings of the
Company which have occurred prior to the date hereof with respect to such
offering, the Registration Statement, the Plan and such other documents and
representations as we deemed necessary in order to render the opinion expressed
herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Plan, and as set forth in the Registration
Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the statements with respect to us in connection with
the filing of this opinion as an exhibit to the Registration Statement.
Yours truly,
SCHIFINO & FLEISCHER, P.A.
/s/ William J. Schifino
For the Association
WJS/amh
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated March 7, 1997, accompanying the financial
statements of The Parts Source, Inc. (d/b/a Ace Auto Parts) included in the Form
10-KSB for the year ended December 31, 1996, which is incorporated by reference
in this Registration Statement of the aforementioned report.
/s/ Grant Thornton LLP
Tampa, Florida
June 26, 1997
7
