Filed with the Securities and Exchange Commission on December ___, 1998
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, Chief Executive Officer
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
<TABLE>
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Proposed Proposed
Number of Maximum Maximum Amount of
Title of Securities Shares Being Offering Price Aggregate Registration
Being Registered Registered Per Share (1) Offering Price (1) Fee
_____________________________________________________________________________________________
Class A Common Stock 415,000 $16.875 $7,003,125.00 $1,946.87
_____________________________________________________________________________________________
</TABLE>
(1) The shares of Common Stock represent the number of additional shares
being registered under the 1996 Stock Incentive Plan bringing the total
number of shares that may be issued pursuant to the plan to 1,085,000.
(2) The maximum offering price for the shares cannot presently be
determined as the offering price is established at the time shares are
issued. Pursuant to Rule 457(h), the offering price is estimated based
on the last sale price reported for the Common Stock on NASDAQ on
December 14, 1998, and the maximum offering price is calculated for the
sole purpose of determining the Registration Fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to a Registration Statement on Form S-8 (SEC File No.
333-21673) filed with the Securities and Exchange Commission (the
"Commission") on February 12, 1997, Lithia Motors, Inc. (the "Company")
registered 670,000 shares of its Class A Common Stock with respect to the
Company's 1996 Stock Incentive Plan (the "Plan"). In accordance with General
Instruction E of Registration Statement Form S-8, the Company's Registration
Statement on Form S-8 (SEC File No. 333-21673) filed with the Securities and
Exchange Commission on February 12, 1997 is hereby incorporated by reference
in this registration statement.
At the Company's 1998 Annual Meeting of Shareholders held on May 14,
1998, the shareholders of the Company approved an amendment to the Plan
increasing the number of shares of Common Stock authorized for issuance
pursuant to the Plan from the previously registered amount of 670,000 shares
to 1,085,000 shares.
The purpose of this Registration Statement on Form S-8 is to register
an additional 415,000 shares of Class A Common Stock issuable under the Plan.
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
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
24.1 Power of Attorney
(Included in the signature page)
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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
15th day of December, 1998.
LITHIA MOTORS, INC.
By: /s/ M. L. Dick Heimann
M.L. Dick Heimann
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints SIDNEY B. DeBOER and BRIAN R. NEILL, and each of them, with full
power of substitution to act as his true and lawful attorney in fact and
agent to act in his name, place and stead, and to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file any and all amendments to this registration, including any and all
post-effective amendments or new registration pursuant to Rule 462.
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: December 15, 1998
Sidney B. DeBoer
Chief Executive Officer and
Chairman of the Board of Directors
By:/s/ M. L. Dick Heimann Date: December 15, 1998
M.L. Dick Heimann
President, Chief Operating Officer, Director
By:/s/ R. Bradford Gray Date: December 15, 1998
R. Bradford Gray, Director
By: /s/ Brian R. Neill Date: December 15, 1998
Brian R. Neill
Senior Vice President, Chief Financial Officer
(Chief Accounting and Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
24.1 Power of Attorney
(Included in the signature page)
EXHIBIT 5.1
[FOSTER PEPPER & SHEFELMAN LETTERHEAD]
December 17, 1998
Board of Directors
Lithia Motors, Inc.
360 E. Jackson St.
Medford, Oregon 97501
Re: Form S-8 Registration
415,000 Additional Shares under the 1996 Stock Incentive Plan
Gentlemen:
This firm is special counsel to Lithia Motors, Inc., an Oregon
corporation, (the "Company") and, in that capacity, has assisted in the
preparation of certain documents relating to the issuance of up to 1,085,000
shares of the Company's 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")
registering an additional 415,000 shares pursuant to the Plan.
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 Restated Articles of Incorporation and the Bylaws of the
Company, and minutes of certain meetings of the Company's Board of
Directors. We have also received from the officers of the Company
certificates and other representations concerning factual matters. We have
received such certificates from, and have had conversations with, public
officials in those jurisdictions in which we have deemed it appropriate.
As to matters of fact, we have relied upon the above certificates,
documents and investigation. We have assumed without investigation the
genuineness of all signatures and the authenticity and completeness of all of
the documents submitted to us as originals and the conformity to authentic
and complete original documents of all documents submitted to us as certified
or photostatic copies.
Based upon and subject to all of the foregoing, we are of the opinion
that:
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The Shares have been validly authorized, and (i) when the
Registration Statement has become effective; (ii) such
state securities laws as may be applicable have been
complied with, and (iii) the Shares have been delivered as
contemplated by the Registration Statement, the Shares will
be validly issued, fully paid and non-assessable.
This opinion is limited to the present laws of the State of Oregon and
the United States of America and to the facts bearing on this opinion as they
exist on the date of this letter. We disclaim any obligation to review or
supplement this opinion or to advise you of any changes in the circumstances,
laws or events that may occur after this date or otherwise update this
opinion.
This opinion is provided to you as a legal opinion only, and not as a
guaranty or warranty of the matters discussed herein. Our opinion is limited
to the matters expressly stated herein, and no other opinions may be implied
or inferred.
The opinions expressed herein are for the benefit of and may be relied
upon only by you in connection with the Plan. Neither this opinion nor any
extract therefrom nor reference thereto shall be published or delivered to
any other person or otherwise relied upon without our expressed 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, LLP
By: /s/ Kenneth E. Roberts
Kenneth E. Roberts
Portland, Oregon
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Lithia Motors, Inc. and Affiliated Companies:
We consent to the use of our reports incorporated herein by reference in the
Form S-8 of Lithia Motors, Inc. Our report refers to a change in the method
of accounting for inventories effective January, 1, 1997, as discussed in
note 1 to the consolidated financial statements.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
December 18, 1998
