<PAGE>
As filed with the Securities and Exchange Commission on February 22, 1999
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
UGLY DUCKLING CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 86-0721358
(State of Incorporation) (I.R.S.Employer
Identification No.)
----------
2525 EAST CAMELBACK ROAD, SUITE 500
PHOENIX, ARIZONA 85016
(602) 852-6600
(Address, Including Zip Code and Telephone Number,
of Principal Executive Offices)
----------
UGLY DUCKLING CORPORATION 1998 EXECUTIVE INCENTIVE PLAN
(Full Title of Plan)
----------
STEVEN P. JOHNSON
Senior Vice President and General Counsel
Ugly Duckling Corporation
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(602) 852-6600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
----------
Copy To:
STEVEN D. PIDGEON, ESQ.
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6000
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING AGGREGATE OFFERING REGISTRATION
PRICE PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------
Common Stock 485,000 $8.25 (1) $4,001,250 (1) $1,112
0.001 par value
Common Stock 315,000 $4.6875 (2) $1,476,563 (2) $ 411
0.001 par value ------- ------
Total 800,000 $1,523
</TABLE>
(1) Pursuant to Rule 457(h), the maximum offering price was calculated upon the
basis of the price at which the options may be exercised.
(2) Pursuant to Rule 457(h) and Rule 457(c), the maximum offering price was
calculated to be $4.6875 based upon the average of the high and low prices
of the common stock of the registrant reported on the NASDAQ National
Market on February 18, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, will be delivered to participants in accordance with Form S-8 and Rule 428
under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Ugly Duckling Corporation (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 and are hereby incorporated by reference into
this Registration Statement:
(a) the Registrant's Form 10-K Report for the fiscal year ended December
31, 1997;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1998;
(c) the Registrant's Form 8-K Report dated January 28, 1998;
(d) the Registrant's Form 8-K Report dated February 6, 1998;
(e) the Registrant's Form 8-K Report dated February 10, 1998;
(f) the Registrant's Form 8-K Report dated June 11, 1998;
(g) the Registrant's Form 8-K Report dated June 19, 1998;
(h) the Registrant's Form 8-K Report dated August 31, 1998;
(i) the Registrant's Form 8-K Report dated September 17, 1998;
(j) the Registrant's Form 8-K Report dated September 25, 1998;
UDC.33R:S-8
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<PAGE>
(k) the Registrant's Form 8-K Report dated October 8, 1998;
(l) the Registrant's Form 8-K Report dated October 20, 1998;
(m) the Registrant's Form 8-K Report dated November 18, 1998;
(n) the Registrant's Form 8-K Report dated November 23, 1998;
(o) the Registrant's Form 8-K Report dated December 23, 1998; and
(p) the description of the Registrant's capital stock contained in the
Registrant's Registration Statement for Securities on Form 8-A12G
(File No. 000-20841) as filed on June 11, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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 Company's Certificate of Incorporation provides that a director of the
Company shall not be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability for: (i) any breach of the director's duty of loyalty to the Company
or its stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) liability for
payments of dividends or stock purchases or redemptions in violation of Section
174 of the Delaware General Corporation Law; or (iv) any transaction from which
the director derived an improper personal benefit. In addition, the Company's
Certificate of Incorporation provides that the Company shall to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than such law permitted the corporation to provide prior
to such amendment), indemnify and hold harmless any person who was or is a
party, or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that such person
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "Indemnitee")
against expenses, liabilities and losses (including attorneys' fees, judgments,
fines, excise taxes or penalties paid in connection with the Employee Retirement
Income Security Act of 1974, as amended, and amounts paid in settlement)
reasonably incurred or suffered by such Indemnitee in connection therewith;
provided, however, that except as otherwise provided with respect to proceedings
to enforce rights to indemnification, the Company shall indemnify any such
Indemnitee in connection with a proceeding (or part thereof) initiated by such
Indemnitee only if such proceeding or part thereof was authorized by the board
of directors of the Company. The Company has obtained insurance on behalf of its
directors and officers for any liability arising out of such person's actions in
such capacity.
The Delaware General Corporation Law provides that indemnification is
permissible only when the director, officer, employee, or agent acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause
UDC.33R:S-8
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<PAGE>
to believe the conduct was unlawful. The Delaware General Corporation Law also
precludes indemnification in respect of any claim, issue, or matter as to which
an officer, director, employee, or agent shall have been adjudged to be liable
to the Company unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that, despite
such adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
In addition, the Company has entered into and/or may enter into agreements
to indemnify certain of its directors and officers. These agreements may provide
broader indemnification rights than in the Certificate of Incorporation. To the
extent that the Board of Directors or the stockholders of the Company may in the
future wish to limit or repeal the ability of the Company to provide
indemnification as set forth in the Company's Certificate of Incorporation, such
repeal or limitation may not be effective as to directors or officers who are
parties to any indemnification agreements because their rights to full
protection would be contractually assured by such agreements. The Company
believes that the indemnification provisions in its Certificate of Incorporation
and in any indemnification agreements are necessary to attract and retain
qualified persons as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS. The Exhibit Index is located after the signature
page on this document.
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. 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) if, in
the aggregate, the changes in volume and price represent no more than
20 percent 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 (i) and
(ii) above do not apply if the registration statement is on Form S-3,
Form S-8, or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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.
UDC.33R:S-8
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<PAGE>
(2) That, for purposes 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 such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
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.
UDC.33R:S-8
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<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 Phoenix, State of Arizona, on February 22, 1999.
UGLY DUCKLING CORPORATION,
a Delaware corporation
By: /s/ ERNEST C. GARCIA II
----------------------------
Ernest C. Garcia II
Its: Chairman of the Board 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.
Name and Signature Title Date
/s/ ERNEST C. GARCIA II Chairman of the Board, Chief
- -------------------------- Executive Officer and Director February 22, 1999
Ernest C. Garcia II (Principal executive officer)
* President, Chief Operating February 22, 1999
- -------------------------- Officer, and Director
Gregory B. Sullivan
* Senior Vice President, Chief
- -------------------------- Financial Officer, and Treasurer February 22, 1999
Steven T. Darak (Principal financial and
accounting officer)
*
- -------------------------- Director February 22, 1999
Robert J. Abrahams
*
- -------------------------- Director February 22, 1999
Christopher D. Jennings
*
- -------------------------- Director February 22, 1999
John N. MacDonough
*
- -------------------------- Director February 22, 1999
Frank P. Willey
By /s/ ERNEST C. GARCIA II
- ----------------------------
* Ernest C. Garcia II
(Attorney-in-fact)
UDC.33R.S-8
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<PAGE>
EXHIBIT INDEX
- -------------- ----------------------------------------------------------------
Exhibit Description
Number
- -------------- ----------------------------------------------------------------
4.1 Certificate of Incorporation of Ugly Duckling Corporation Amended
and Restated as of May 15, 1997(1)
4.2 Bylaws of Ugly Duckling Corporation (2)
4.3 Form of Certificate representing Common Stock (3)
4.4 Ugly Duckling Corporation 1998 Executive Incentive Plan (4)
5 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Snell & Wilmer L.L.P. (included in exhibit 5)
24.1 Special Power of Attorney for Ernest C. Garcia II
24.2 Special Power of Attorney for Robert J. Abrahams
24.3 Special Power of Attorney for Christopher D. Jennings
24.4 Special Power of Attorney for John N. MacDonough
24.5 Special Power of Attorney for Frank P. Willey
24.6 Special Power of Attorney for Gregory B. Sullivan
24.7 Special Power of Attorney for Steven T. Darak
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
filed August 10, 1998.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
filed August 14, 1997.
(3) Incorporated by reference to the Company's Registration Statement on Form
S-1 (Registration No. 333-3998) effective June 18, 1996.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
filed November 13, 1998.
UDC.33R:S-8
BROWNL\PHX\618560.04
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<PAGE>
EXHIBIT 5
[Firm's Letterhead]
February 22, 1999
Ugly Duckling Corporation
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
RE: UGLY DUCKLING CORPORATION 1998 EXECUTIVE INCENTIVE PLAN
Ladies and Gentlemen:
We have acted as counsel to Ugly Duckling Corporation, a Delaware corporation
(the "Company"), in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, relating to
the registration of 800,000 shares of its Common Stock, $.001 par value (the
"Shares"), issuable pursuant to the Company's 1998 Executive Incentive Plan (the
"Plan").
In that connection, we have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Certificate of Incorporation, as amended, and the
Bylaws, as amended, of the Company.
Based upon the foregoing, we are of the opinion that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly issued, fully
paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ SNELL & WILMER L.L.P.
Exhibit 23.1
[KPMG LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ugly Duckling Corporation:
We consent to the incorporation by reference herein of our report dated February
10, 1998, except for note 2 to the consolidated financial statements which is as
of April 27, 1998, relating to the consolidated balance sheets of Ugly Duckling
Corporation and subsidiaries as of December 31, 1997 and 1996 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1997, which report
appears in the Form 8K of Ugly Duckling Corporation dated June 11, 1998.
/S/ KPMG LLP
Phoenix, Arizona
February 19, 1999
UDC.33R:KPMG Consent
EXHIBIT 24.1
SPECIAL POWER OF ATTORNEY
(for Ernest C. Garcia II)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Gregory B. Sullivan, Steven T. Darak, Steven P. Johnson and Judith A. Boyle, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 for the
company's 1998 Executive Incentive Plan, for filing with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended, by
Ugly Duckling Corporation, a Delaware corporation, together with any and all
amendments to such Form S-8 (including post-effective amendments), and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the SEC, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or each of them, may
lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ ERNEST C. GARCIA II
--------------------------
ERNEST C. GARCIA II
UDC.33R.POA for S-8
EXHIBIT 24.2
SPECIAL POWER OF ATTORNEY
(for Robert J. Abrahams)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Gregory B. Sullivan, Steven T. Darak, Steven P. Johnson and
Judith A. Boyle, and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the company's 1998 Executive Incentive Plan, for
filing with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended, by Ugly Duckling Corporation, a Delaware corporation,
together with any and all amendments to such Form S-8 (including post-effective
amendments), and to file the same with all exhibits thereto, and all documents
in connection therewith, with the SEC, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or each of them, may lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ ROBERT J. ABRAHAMS
--------------------------
ROBERT J. ABRAHAMS
UDC.33R.POA for S-8
EXHIBIT 24.3
SPECIAL POWER OF ATTORNEY
(for Christopher D. Jennings)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Gregory B. Sullivan, Steven T. Darak, Steven P. Johnson and
Judith A. Boyle, and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the company's 1998 Executive Incentive Plan, for
filing with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended, by Ugly Duckling Corporation, a Delaware corporation,
together with any and all amendments to such Form S-8 (including post-effective
amendments), and to file the same with all exhibits thereto, and all documents
in connection therewith, with the SEC, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or each of them, may lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ CHRISTOPHER D. JENNINGS
--------------------------
CHRISTOPHER D. JENNINGS
UDC.33R.POA for S-8
EXHIBIT 24.4
SPECIAL POWER OF ATTORNEY
(for John N. MacDonough)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Gregory B. Sullivan, Steven T. Darak, Steven P. Johnson and
Judith A. Boyle, and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the company's 1998 Executive Incentive Plan, for
filing with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended, by Ugly Duckling Corporation, a Delaware corporation,
together with any and all amendments to such Form S-8 (including post-effective
amendments), and to file the same with all exhibits thereto, and all documents
in connection therewith, with the SEC, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or each of them, may lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ JOHN N. MACDONOUGH
--------------------------
JOHN N. MACDONOUGH
UDC.33R.POA for S-8
EXHIBIT 24.5
SPECIAL POWER OF ATTORNEY
(for Frank P. Willey)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Gregory B. Sullivan, Steven T. Darak, Steven P. Johnson and
Judith A. Boyle, and each of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 for the company's 1998 Executive Incentive Plan, for
filing with the Securities and Exchange Commission ("SEC") under the Securities
Act of 1933, as amended, by Ugly Duckling Corporation, a Delaware corporation,
together with any and all amendments to such Form S-8 (including post-effective
amendments), and to file the same with all exhibits thereto, and all documents
in connection therewith, with the SEC, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or each of them, may lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ FRANK P. WILLEY
--------------------------
FRANK P. WILLEY
UDC.33R.POA for S-8
EXHIBIT 24.6
SPECIAL POWER OF ATTORNEY
(for Gregory B. Sullivan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Steven T. Darak, Steven P. Johnson and Judith A. Boyle, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 for the
company's 1998 Executive Incentive Plan, for filing with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended, by
Ugly Duckling Corporation, a Delaware corporation, together with any and all
amendments to such Form S-8 (including post-effective amendments), and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the SEC, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or each of them, may
lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ GREGORY B. SULLIVAN
--------------------------
GREGORY B. SULLIVAN
UDC.33R.POA for S-8
EXHIBIT 24.7
SPECIAL POWER OF ATTORNEY
(for Steven T. Darak)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Gregory B. Sullivan, Steven P. Johnson and Judith A. Boyle,
and each of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign the Registration Statement on Form S-8 for
the company's 1998 Executive Incentive Plan, for filing with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as amended, by
Ugly Duckling Corporation, a Delaware corporation, together with any and all
amendments to such Form S-8 (including post-effective amendments), and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the SEC, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or each of them, may
lawfully do or cause to be done by virtue hereof.
This special power of attorney, unless earlier revoked or terminated, will
terminate on February 22, 2000.
DATE: February 19, 1999
/s/ STEVEN T. DARAK
--------------------------
STEVEN T. DARAK
UDC.33R.POA for S-8
