<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1997
FILE NO.: 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA 5013 95-2920557
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
700 EAST BONITA AVENUE
POMONA, CALIFORNIA 91767
(909) 624-8041
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES J. HOGARTY
PRESIDENT
700 EAST BONITA AVENUE
POMONA, CALIFORNIA 91767
(909) 624-8041
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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<S> <C>
PAUL H. IRVING, ESQ. DALE E. SHORT, ESQ.
MANATT, PHELPS & PHILLIPS, LLP TROY & GOULD PROFESSIONAL CORPORATION
11355 WEST OLYMPIC BOULEVARD 1801 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90064 LOS ANGELES, CALIFORNIA 90067
(310) 312-4196 (310) 553-4441
FAX: (310) 312-4224 FAX: (312) 201-4746
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement has become effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant ot Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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Common Stock(2).................. 850,000 shares $15.50 $13,175,000 $4,118
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(1) Represents additional shares being registered pursuant to General
Instruction V to Form S-1 at the proposed Price to Public.
(2) Includes 110,000 shares which the Underwriters have the option to purchase
solely to cover over-allotments, if any.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Reg. No. 333-28709) filed by Keystone Automotive Industries, Inc.
(the "Company") with the Securities and Exchange Commission on June 6, 1997,
as amended by Amendment No. 1. dated June 25, 1997, including the exhibits
thereto, and declared effective by the Commission on June 26, 1997, are
incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pomona, State of
California, on June 26, 1997.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
/s/ Charles J. Hogarty
By:____________________________
Charles J. Hogarty,
President
Pursuant to the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles J. Hogarty President, Chief Executive
- ------------------------------------ Officer and Director June 26, 1997
Charles J. Hogarty
/s/ Al A. Ronco Executive Vice President,
- ------------------------------------ and Director June 26, 1997
Al A. Ronco
/s/ John M. Palumbo Vice President and Treasurer
- ------------------------------------ (Principal Financial and June 26, 1997
John M. Palumbo Accounting Officer)
- ------------------------------------ Director
Ronald G. Brown
/s/ Timothy C. McQuay
- ------------------------------------ Director June 26, 1997
Timothy C. McQuay
- ------------------------------------ Director
George E. Seebart
</TABLE>
II-1
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
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<C> <S> <C>
5 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Ernst & Young LLP, independent auditors of
Registrant.
23.2 Consent of Ernst & Young LLP, independent auditors of
North Star Plating Company.
*23.3 Consent of Manatt, Phelps & Phillips, LLP.
</TABLE>
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* Included in Exhibit 5.
<PAGE>
EXHIBIT 5
[LETTERHEAD OF MANATT PHELPS PHILLIPS]
File No: 11629-044
June 26, 1997
Keystone Automotive Industries, Inc.
700 East Bonita Avenue
Pomona, California 91767
Re: Registration Statement on Form S-1
----------------------------------
Gentlemen:
We have acted as special counsel for Keystone Automotive Industries, Inc.,
a California corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of 850,000
shares (the "Shares") of the Company's Common Stock, no par value (of which
110,000 shares may be issued pursuant to an option granted to the underwriters
to cover over-allotments, if any), pursuant to that certain Registration
Statement on Form S-1 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
promulgated under the Securities Act. The Registration Statement is to be filed
in connection with the proposed public offering described in that certain
Registration Statement on Form S-1 (File No. 333-28709) filed with the
Commission on June 6, 1997, as the same has been amended to date, which was
declared effective by the Commission on June 26, 1997 (the "Prior Registration
Statement").
In rendering the opinions contained herein, we have examined and relied
upon the originals or copies, certified or otherwise identified to our
satisfaction to be complete and accurate, of the following:
1. Amended and Restated Articles of Incorporation of the Company, as
amended to date;
2. Amended and Restated Bylaws of the Company, as amended to date;
3. Registration Statement;
4. Prior Registration Statement;
<PAGE>
Keystone Automotive Industries, Inc.
June 26, 1997
Page 2
5. Records of proceedings of the Board of Directors of the Company
pertaining to the issuance of the Shares; and
6. Proposed form of Underwriting Agreement filed as Exhibit 1.1 to the
Prior Registration Statement, as the same has been amended to date (the
"Underwriting Agreement").
With respect to the foregoing documents, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
In rendering the opinions expressed below, we have relied as to certain
factual matters on certificates executed by officers of the Company. While we
have no reason to believe that the officers executing such certificates did not
have personal knowledge of the matters contained therein or did not accurately
set out such knowledge in such certificates, we did not independently verify the
matters set forth in such certificates. We have also obtained and relied on
certificates and other communications from governmental authorities as to
matters concerning the due incorporation, valid existence and good standing of
the Company.
Based upon the foregoing and subject to receipt of the following documents
or satisfaction of the following conditions:
(a) The effectiveness of the Registration Statement in accordance
with Rule 462(b);
(b) As required, exemptive orders, permits, licenses or no action
letters issued by the appropriate regulatory or governmental agencies in the
states where the offer and sale of the Shares is to be made;
(c) All other conditions and legal requirements necessary to
consummate the transactions contemplated by the Underwriting Agreement; and
(d) The due execution and delivery of the Underwriting Agreement;
upon which our opinions are expressly conditioned, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of California.
2. The issuance and sale of the Shares have been duly authorized and, when
issued and delivered against payment therefor as provided in the Underwriting
Agreement, will be validly issued by the Company, fully paid and nonassessable.
<PAGE>
Keystone Automotive Industries, Inc.
June 26, 1997
Page 3
We are members of the Bar of the State of California. This opinion is
limited to the current laws of the State of California and the United States of
America, to present judicial interpretations thereof and to facts as they
presently exist. In rendering this opinion, we have no obligation to revise or
supplement it should the current laws of the State of California or the United
States of America be changed by legislative action, judicial decision or
otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of this firm under the heading
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Keystone Automotive Industries, Inc. on Form S-1 filed pursuant to Rule
462(b) of the Securities Act of 1933 of our report dated May 23, 1997, with
respect to the financial statements and schedule of Keystone Automotive
Industries, Inc., appearing in the Prospectus which is included in the
Registration Statement on Form S-1, as amended of Keystone Automotive
Industries, Inc. (No. 333-28709) declared effective on June 26, 1997 by the
Securities and Exchange Commission and to the reference to us under the
captions "Experts" and "Selected Consolidated Financial Data" in the
Prospectus.
/s/ ERNST & YOUNG LLP
Los Angeles, California
June 26, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Keystone Automotive Industries, Inc. on Form S-1 filed pursuant to Rule
462(b) of the Securities Act of 1933 of our report dated November 11, 1996,
with respect to the financial statements of North Star Plating Company,
appearing in the Prospectus which is included in the Registration Statement on
Form S-1, as amended of Keystone Automotive Industries, Inc. (No. 333-28709)
declared effective on June 26, 1997 by the Securities and Exchange Commission
and to the reference to us under the captions "Experts" and "Selected
Consolidated Financial Data" in the Prospectus.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
June 26, 1997
