<PAGE>
As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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)
California 95-2920557
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
700 East Bonita Avenue 91767
Pomona, California (Zip Code)
(Address of principal executive offices)
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1996 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
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JAMES C. LOCKWOOD
Vice President
Keystone Automotive Industries, Inc.
700 East Bonita Avenue
Pomona, California 91767
(Name and address of agent for service)
(909) 624-8041
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price registration fee
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<S> <C> <C> <C> <C>
Common Stock 1,100,000 $5.31 $5,841,000 $1,543.00
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</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares of Common
Stock as may be issued upon exercise of options and the grant of certain
other awards under the 1996 Employee Stock Incentive Plan as a result of
the adjustment provisions thereof.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 based upon the last sale price of the Common Stock
as reported on the Nasdaq National Market System on August 21, 2000.
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<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
This Registration Statement is being filed pursuant to General Instruction
E to Form S-8. The contents of Registration Statements No.s 333-24047 and 333-
57799 pertaining to Keystone Automotive Industries, Inc.'s (the "Registrant")
1996 Employee Stock Incentive Plan, as amended, are incorporated herein by
reference.
PART II
Information Required in the Registration Statement
The Registrant hereby files this Registration Statement on Form S-8 with
the Securities and Exchange Commission (the "Commission") to register 1,100,000
shares (the "Shares") of the Registrant's Common Stock for issuance pursuant to
the Registrant's 1996 Employee Stock Incentive Plan (the "Plan"), and such
indeterminate number of shares as may become available under the Plan as a resut
of the adjustment provisions thereof, pursuant to General Instruction E to Form
S-8. The Shares are in addition to 1,100,000 shares of the Registrant's Common
Stock registered on Registration Statements on Form S-8 filed with and declared
effective by the Securities and Exchange Commission. The Plan covers an
aggregate of 2,200,000 shares of Registrant's Common Stock.
Item 8. Exhibits.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion of James C. Lockwood, Esq.
23.2 Consent of Ernst & Young LLP, Independent Auditors
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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 Pomona, State of California, on August 23, 2000.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By: /s/ Charles J. Hogarty
------------------------------------------
Charles J. Hogarty, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles J. Hogarty President, Chief Executive Officer and Director August 23, 2000
----------------------------- (Principal Executive Officer)
Charles J. Hogarty
/s/ John M. Palumbo Vice President, Treasurer and Chief Financial Officer August 23, 2000
----------------------------- (Principal Financial and Accounting Officer)
John M. Palumbo
/s/ Ronald G. Brown Director August 23, 2000
-----------------------------
Ronald G. Brown
/s/ Timothy C. McQuay Director August 23, 2000
-----------------------------
Timothy C. McQuay
/s/ Al A. Ronco Director August 23, 2000
-----------------------------
Al A. Ronco
/s/ George E. Seebart Director August 23, 2000
-----------------------------
George E. Seebart
/s/ A. Jayson Adair Director August 23, 2000
-----------------------------
A. Jayson Adair
/s/ Ronald G. Foster Director August 23, 2000
-----------------------------
Ronald G. Foster
/s/ Keith Thompson Director August 23, 2000
-----------------------------
Keith Thompson
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