Filed with the Securities and Exchange Commission on February 12, 1997
Securities Act Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0572810
(State of incorporation) (I.R.S. Employer Identification No.)
360 E. Jackson St., Medford, Oregon 97501
(Address of principal executive offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
Sidney B. DeBoer, President
360 E. Jackson St.
Medford, Oregon 97501
(541) 776-6899
(Name, address and telephone number
of agent for service)
Copies to:
Kenneth E. Roberts, Esq.
Foster Pepper & Shefelman
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Number of Proposed Proposed
Shares Maximum Offering Maximum Amount of
Title of Securities Being Price Per Aggregate Registration
Being Registered Registered(1) Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock 302,085 $ 3.02 $ 912,297 $276.45
Common Stock 137,000 $ 3.32 $ 454,840 $137.85
Common Stock 230,915 $12.75(2) $2,944,166 $892.20
(1) The shares of Common Stock represent the number of shares with respect to
which options have been granted or may be granted under the 1996 Stock Incentive
Plan. In addition, pursuant to Rule 416, this Registration Statement also covers
an indeterminate number of additional shares which may be issuable as a result
of the anti-dilution provisions of Plan.
(2) The maximum offering price for the shares cannot presently be determined as
the offering price is established at the time options are granted. Pursuant to
Rule 457(h), the offering price is estimated based on the last sale price
reported for the Common Stock on NASDAQ on February 5, 1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Lithia Motors, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:
1. The Company's prospectus dated December 18, 1996, filed pursuant to Rule
424(b) under the Securities Act of 1933 (File No. 333-14031).
2. The description of the Class A Common Stock contained in the Company's
registration statement on Form S-1 declared effective by the Commission on
December 18, 1996 (File No. 333- 14031).
All documents filed by the Company subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (Oregon Revised Statutes ("ORS")
Sections 60.387 to 60.414), applicable to the Company, a person who is made a
party to a proceeding because such person is or was an officer or director of a
corporation may be indemnified by the corporation against liability incurred by
such person in connection with the proceeding if (i) the person's conduct was in
good faith and in a manner he or she reasonably believed was in the
corporation's best interest or at least not opposed to its best interests and
(ii) if the proceeding was a criminal proceeding, the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful. Indemnification is
not permitted if the person was adjudged liable to the corporation in a
proceeding by or in the right of the corporation, or if the Indemnitee was
adjudged liable on the basis that he or she improperly received a personal
benefit. Unless the articles of the corporation provide otherwise, such
indemnification is mandatory if the Indemnitee is wholly successful on the
merits or otherwise, or if ordered by a court of competent jurisdiction.
The Oregon Business Corporation Act also provides that a company's Articles
of Incorporation may limit or eliminate the personal liability of a director to
the corporation or its shareholders for monetary damages for conduct as a
director, provided that no such provision shall eliminate the liability of a
director for (i) any breach of the directors' duty of loyalty to the corporation
or its shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
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(iii) any unlawful distribution; or (iv) any transaction from which the director
derived an improper personal benefit.
The Company's Articles of Incorporation (the "Articles") provide that the
company will indemnify its directors and officers, to the fullest extent
permissible under the Oregon Business Corporation Act against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director or officer of the company or is or was serving at the
request of the company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is to limit the liability of directors for
monetary damages, and to indemnify the directors and officers of the Company for
all costs and expenses for liability incurred by them in connection with any
action, suit or proceeding in which they may become involved by reason of their
affiliation with the Company, to the fullest extent permitted by law. These
provisions do not limit the rights of the Company or any shareholder to see
non-monetary relief, and do not affect a director's or officer's
responsibilities under any other laws, such as securities or environmental laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-K being filed herewith or
incorporated herein by reference are as follows:
Exhibit
4.1 Restated Articles of Incorporation of Lithia Motors, Inc. Incorporated
by reference to Exhibit 3.1 to the Company's registration statement on Form S-1
as declared effective by the Securities and Exchange Commission on December 18,
1996 (File No. 333- 14031).
4.2 Bylaws of Lithia Motors, Inc. Incorporated by reference to Exhibit 3.2
to the Company's registration statement on Form S-1 as declared effective by the
Securities and Exchange Commission on December 18, 1996 (File No. 333- 14031).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP relating to Lithia Motors, Inc.
23.2 Consent of KPMG Peat Marwick LLP relating to Roberts Dodge, Inc.
23.3 Consent of Moss Adams LLP relating to Sam Linder, Inc.
23.4 Consent of Moss Adams LLP relating to Melody Vacaville, Inc.
23.5 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
99 Lithia Motors, Inc. 1996 Stock Incentive Plan Incorporated by reference
to Exhibit 10.1 to the Company's registration statement on Form S-1 as declared
effective by the Securities and Exchange Commission on December 18, 1996 (File
No. 333- 14031).
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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;
(3) 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 and 2 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(B) 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.
(C) 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.
(D) 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 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(E) 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 provisions described in Item 6, 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 the Act and is, therefore, unenforceable. In the event that the 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 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. The foregoing undertaking
shall not apply to indemnification which is covered by insurance.
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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 Medford, State of Oregon, on the 6th day of February,
1997.
LITHIA MOTORS, INC.
By: /s/ Sidney B. DeBoer
Sidney B. DeBoer, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
By: /s/ Sidney B. DeBoer Date: February 6, 1997
Sidney B. DeBoer
President, Chief Executive Officer and
Chairman of the Board of Directors
By: /s/ M.L. Dick Heimann Date: February 6, 1997
M.L. Dick Heimann
Director
By: /s/ Brian R. Neill Date: February 6, 1997
Brian R. Neill
Chief Financial Officer (Chief Accounting
and Financial Officer)
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EXHIBIT INDEX
Exhibit
4.1 Restated Articles of Incorporation of Lithia Motors, Inc.
Incorporated by reference to Exhibit 3.1 to the Company's registration
statement on Form S-1 as declared effective by the Securities and
Exchange Commission on December 18, 1996 (File No. 333-14031).
4.2 Bylaws of Lithia Motors, Inc.
Incorporated by reference to Exhibit 3.2 to the Company's registration
statement on Form S-1 as declared effective by the Securities and
Exchange Commission on December 18, 1996 (File No. 333-14031).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP relating to Lithia Motors, Inc.
23.2 Consent of KPMG Peat Marwick LLP relating to Roberts Dodge, Inc.
23.3 Consent of Moss Adams LLP relating to Sam Linder, Inc.
23.4 Consent of Moss Adams LLP relating to Melody Vacaville, Inc.
23.5 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
99 Lithia Motors, Inc. 1996 Stock Incentive Plan
Incorporated by reference to Exhibit 10.1 to the Company's registration
statement on Form S-1 as declared effective by the Securities and
Exchange Commission on December 18, 1996 (File No. 333-14031).
Portland, Oregon
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EXHIBIT 5.1
FOSTER PEPPER & SHEFELMAN
February 7, 1997
Board of Directors
Lithia Motors, Inc.
360 E. Jackson St.
Medford, Oregon 97501
Re: Form S-8 Registration of 1996 Stock Incentive Plan
Gentlemen:
This firm is special counsel to Lithia Motors, Inc., an Oregon
corporation, (the "Company") and, in that capacity we have assisted in the
preparation of certain documents relating to the potential issuance of 670,000
shares of the Company common stock ("Shares") in accordance with the Company's
1996 Stock Incentive Plan (the "Plan"), in particular the Company's Registration
Statement on Form S-8 (the "Registration Statement").
In the course of our representation as described above, we have
examined the Plan, the Registration Statement as prepared for filing with the
Securities and Exchange Commission and related documents and correspondence. We
have received from officers of the Company having custody thereof, and have
reviewed, the Articles of Incorporation and Bylaws of the Company, and any
amendments to each of such, and minutes of certain meetings of the Company's
Board of Directors and certain meetings of the Company's shareholders. We have
received from the officers of the Company certificates containing
representations concerning various aspects of the matters covered by this
opinion. We have received such certificates from, and have had conversations
with, public officials in those jurisdictions in which we have deemed it
appropriate.
We have relied as to matters of fact upon the above certificates,
documents and investigation. We have assumed without investigation the
genuineness of all signatures and the authenticity of all of the documents
submitted to us as originals and the conformity to original documents submitted
to us as certified or photostatic copies.
Based upon and subject to all of the foregoing, we are of the opinion
that:
The Shares have been validly authorized, and when issued in the manner
described in the above mentioned Registration Statement and when (i)
the applicable provisions of the Securities Act of 1933, as amended,
and such state securities laws as may be applicable have been complied
with, and (ii) the Shares have been delivered against payment therefor
as contemplated by the Registration Statement, the Shares will be
validly issued, fully paid and non-assessable.
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Board of Directors
Page 2
This opinion is solely for your information and is not to be quoted in
whole or in part or otherwise referred to, nor is it to be filed with any
governmental agency or other person, without our prior written consent. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
FOSTER PEPPER & SHEFELMAN
By: /s/ Kenneth E. Roberts
Kenneth E. Roberts
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EXHIBIT 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Lithia Motors, Inc. and Affiliated Companies:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Lithia Motors, Inc. of our report dated October 25, 1996, except as
to note 17(d), which is as of November 10, 1996, relating to the combined
balance sheets of Lithia Motors, Inc. and Affiliated Companies as of December
31, 1994 and 1995 and September 30, 1996 and the related combined statements of
operations, changes in owners' equity and cash flows for each of the years in
the three-year period ended December 31, 1995 and for the nine-month period
ended September 30, 1996, which report appears in the Registration Statement
(No. 333-14031) on Form S-1 of Lithia Motors, Inc.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
February 6, 1997
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EXHIBIT 23.2
Consent of Independent Certified Public Accountants
The Board of Directors
Roberts Dodge, Inc. and Affiliated Company:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Lithia Motors, Inc. of our report dated October 25, 1996 relating to
the combined balance sheets of Roberts Dodge, Inc. and Affiliated Company as of
December 31, 1995 and the related combined statements of operations, changes in
owners' equity and cash flows for each of the years in the two-year period ended
December 31, 1995, which report appears in the Registration Statement (No.
333-14031) on Form S-1 of Lithia Motors, Inc.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
February 6, 1997
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EXHIBIT 23.3
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the registration statement on
Form S-8 of Lithia Motors, Inc. of the reference to our firm under the caption
"Experts" and our report dated September 17, 1996 on our audits of the
financial statements of Sam Linder, Inc., which reference and report
appear in the registration statement of the Lithia Motors, Inc.
(No. 333-14031).
/s/ Moss Adams LLP
Moss Adams LLP
Seattle, Washington
February 7, 1997
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EXHIBIT 23.4
Consent of Independent Public Accountants
We consent to the incorporation by reference, in the registration statement on
Form S-8 of Lithia Motors, Inc. of the reference to our firm under the caption
"Experts" and our report dated September 17, 1996 on our audits of the
financial statements of Melody Vacaville, Inc., which reference and report
appear in the registration statement of the Lithia Motors, Inc.
(No. 333-14031).
/s/ Moss Adams LLP
Moss Adams LLP
Seattle, Washington
February 7, 1997
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