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Registration No. ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED AUTO GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 22-3086739
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
375 Park Avenue, New York, New York 10152
(Address of principal executive offices) (Zip code)
United Auto Group, Inc. Stock Option Plan
(Full title of the plans)
Carl Spielvogel
Chairman of the Board
and Chief Executive Officer
United Auto Group, Inc.
375 Park Avenue
New York, New York 10152
(212) 223-3300
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Laurence D. Weltman, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of reg-
to be regis- price offering istration
registered tered(1) per share(2) price (2) fee
- -----------------------------------------------------------------------------
Voting Common
Stock, par
value $0.0001
per share 208,000 $10.00 $2,080,000 $631.00
- ----------------------
(1) This Registration Statement covers the shares issuable under the
United Auto Group, Inc. Stock Option Plan. In addition, this
Registration Statement covers an indeterminable 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 the receipt of
consideration.
(2) The amount of the registration fee has been calculated
pursuant to paragraph (h) of Rule 457 under the Securities
Act of 1933, as amended (the "Securities Act"), based upon
an exercise price of $10.00 per share.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by United Auto Group, Inc. (the
"Registrant") are incorporated herein by reference:
(a) The Prospectus, dated October 23, 1996, filed
pursuant to Rule 424(b) under the Securities Act.
(b) The description of Registrant's Voting Common
Stock, par value $0.0001 per share ("Common Stock"), contained in
the Registration Statement on Form 8-A dated October 9, 1996
(File No. 1-12297) filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act").
In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement, and prior to the filing
of a post-effective amendment which indicates that all the securities offered
hereby 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 the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAME EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason
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of the fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, has no reasonable cause to believe his conduct was
unlawful. A corporation may, in advance of the final disposition of any civil,
criminal, administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertake to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in
an action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
or reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's bylaw, agreement, vote or otherwise.
The Registrant has adopted provisions in its Certificate of
incorporation and By-laws that provide that the Registrant shall indemnify its
officers and directors to the maximum extent permitted under the DGCL. The
Employment Agreement, dated as of June 21, 1996, between the Registrant and Carl
Spielvogel provides for indemnification of Mr. Spielvogel to the maximum extent
legally permitted or authorized by the Registrant's Certificate of Incorporation
or Bylaws or resolutions of the Board of Directors. The Stockholders Agreement,
dated as of October 15, 1993, among the Registrant and the investors named
therein provides that in the event that a director elected pursuant thereto is
made or threatened to be made a party to any action, suit or proceeding with
respect to which such director may be entitled to indemnification by the
Registrant, such director will be entitled to be represented by counsel of his
choice and the reasonable expenses of such representation will be reimbursed by
the Registrant to the extent provided in or authorized by its Certificate of
Incorporation or Bylaws. Certain directors are also entitled to indemnification
from the organizations that employ them.
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In addition, the Underwriting Agreement entered into in
connection with the Registrant's initial public offering provides for
indemnification of the Registrant, its officers and its directors by the
underwriters under certain circumstances.
The Registrant has purchased insurance on behalf of its
officers and directors for liabilities arising out their capacities as such.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Form of Third Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit No. 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-09429)).
4.2 Form of Specimen Common Stock Certificate (incorporated by
reference to Exhibit No. 4.1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-09429)).
5 Opinion of Willkie Farr & Gallagher, counsel to the Registrant.
23.1.1 Consent of Coopers & Lybrand L.L.P.
23.1.2 Consent of Coopers & Lybrand L.L.P.
23.1.3 Consent of Coopers & Lybrand L.L.P.
23.1.4 Consent of Coopers & Lybrand L.L.P.
23.1.5 Consent of Coopers & Lybrand L.L.P.
23.1.6 Consent of Coopers & Lybrand L.L.P.
23.1.7 Consent of Coopers & Lybrand L.L.P.
23.1.8 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS
(a) The 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; (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 thereto) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration
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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) under the Securities Act of 1933 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; and
(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 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 Exchange
Act.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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
<PAGE>7
defense of any action, suit or proceeding) is asserted by such director,
officers or controlling persons 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 Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>8
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 28th day of
October, 1996.
UNITED AUTO GROUP, INC.
By:/s/ Carl Spielvogel
Carl Spielvogel
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl Spielvogel and Philip N. Smith, Jr.,
and each of them, his true and lawful attorney-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said attorney-in-facts, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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:
Signature Capacity Date
--------- -------- ----
/s/ Carl Spielvogel Chairman of the Board and October 24, 1996
Carl Spielvogel Chief Executive Officer
(Principal Executive
Officer)
/s/ Arthur J. Rawl Executive Vice President October 24, 1996
Arthur J. Rawl and Chief Financial
Officer (Principal
Financial Officer)
/s/Robert W. Thompson Vice President - Finance October 24, 1996
Robert W. Thompson (Principal Accounting
Officer)
/s/ Marshall S. Cogan Director October 28, 1996
Marshall S. Cogan
/s/__________________ Director __________, 1996
Michael R. Eisenson
/s/ John. J. Hannan Director October 28, 1996
John J. Hannan
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/s/ Jules B. Kroll Director October 28, 1996
Jules B. Kroll
/s/ Robert H. Nelson Director October 28, 1996
Robert H. Nelson
/s/ John M. Sallay Director October 28, 1996
John M. Sallay
/s/ Richard Sinkfield Director October 28, 1996
Richard Sinkfield
160515.03
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Form of Third Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit No. 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-09429)).
4.2 Form of Specimen Common Stock Certificate (incorporated by
reference to Exhibit No. 4.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-09429)).
5 Opinion of Willkie Farr & Gallagher, counsel to the
Registrant.
23.1.1 Consent of Coopers & Lybrand L.L.P.
23.1.2 Consent of Coopers & Lybrand L.L.P.
23.1.3 Consent of Coopers & Lybrand L.L.P.
23.1.4 Consent of Coopers & Lybrand L.L.P.
23.1.5 Consent of Coopers & Lybrand L.L.P.
23.1.6 Consent of Coopers & Lybrand L.L.P.
23.1.7 Consent of Coopers & Lybrand L.L.P.
23.1.8 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
<PAGE>1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
October 28, 1996
United Auto Group, Inc.
375 Park Avenue
New York, New York 10152
Ladies and Gentlemen:
We have acted as counsel to United Auto Group, Inc., a
Delaware corporation (the "Registrant"), with respect to the Registrant's Form
S-8 Registration Statement (the "Registration Statement") to be filed by the
Registrant with the Securities and Exchange Commission on or about the date
hereof. The Registration Statement relates to the registration under the
Securities Act of 1933, as amended, by the Registrant of an aggregate of
208,000 shares (the "Shares") of Voting Common Stock, par value $0.0001 per
share, issuable upon exercise of options granted under the United Auto Group,
Inc. Stock Option Plan (the "Plan").
As counsel for the Registrant, we have examined, among other
things, such federal and state laws and originals and/or copies (certified or
otherwise identified to our satisfaction) of the Plan and such other
documents, certificates and records as we deemed necessary and appropriate for
the purpose of preparing this opinion.
Based on the foregoing, we hereby inform you that in our
opinion the Shares have been duly and validly authorized for issuance and,
when issued in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of
the Registration Statement.
We are members of the Bar of the State of New York and do not
purport to be experts in the laws of jurisdictions other than the State of New
York, the General Corporation Law of the State of Delaware and the federal
laws of the United States of America.
Very truly yours,
/s/ Willkie Farr & Gallagher
Willkie Farr & Gallagher
<PAGE>1
Exhibit 23.1.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
form S-8 of our report dated June 17, 1996, on our audits of the financial
statements and financial statements schedule of United Auto Group, Inc. and
Subsidiaries. We also consent to the reference to our firm under the captions
"Experts" and Selected Consolidated Financial Data.
/s/ Coopers & Lybrand L.L.P.
Princeton, New Jersey
October 22, 1996
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Exhibit 23.1.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated May 31, 1996, on our audits of the financial
statements of Landers Auto Sales, Inc. We also consent to the reference to
our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Memphis, Tennessee
October 22, 1996
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Exhibit 23.1.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated June 30, 1996, on our audits of the financial
statements of Atlanta Toyota, Inc. We also consent to the reference to our firm
under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
October 22, 1996
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Exhibit 23.1.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated June 14, 1996, on our audits of the financial
statements of Steve Rayman Nissan, Inc. We also consent to the reference to our
firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
October 22, 1996
0192695.01
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Exhibit 23.1.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated August 16, 1996, on our audits of the financial
statements of Hickman Nissan, Inc. We also consent to the reference to our firm
under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
October 22, 1996
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Exhibit 23.1.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated June 12, 1996, on our audits of the financial
statements of Sun Automotive Group. We also consent to the reference to our firm
under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Phoenix, Arizona
October 22, 1996
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Exhibit 23.1.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated September 1, 1996, on our audits of the
financial statements of Evans Automotive Group. We also consent to the
reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
October 22, 1996
<PAGE>1
Exhibit 23.1.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated August 29, 1996, on our audits of the financial
statements of Standefer Motor Sales, Inc. We also consent to the reference to
our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Memphis, Tennessee
October 22, 1996
