Filed with the Securities and Exchange Commission on December ___, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
Securities to be registered Pursuant to Section 12(b) of the Act:
Title of each class to be registered Name of each exchange on which
each class is to be registered
Class A Common Stock, No Par Value New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box: |X|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
instruction A.(d), check the following box: |_|
Securities Act registration statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to 12(g) of the Act:
NONE
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
Reference is made to the description of the Registrant's Securities
contained in the Company's registration statement on Form S-1, as amended and
filed with the Commission on May 1, 1998 (File No. 333-47525), under the
caption "Description of Capital Stock" and by this reference is incorporated
herein.
Item 2. Exhibits.
The securities being registered are to be registered on the New York
Stock Exchange on which no other securities of the Registrant are
registered. In accordance with Instruction II to the Exhibits to Form 8-A,
the following exhibits are being filed with the Exchange and are not being
filed with, or incorporated by reference in, copies of this registration
statement filed with the Securities and Exchange Commission:
1.0 The Company's Annual Report on form 10-K for the fiscal year ending
December 31, 1997 and filed with the Commission on March 31, 1998 (File
No. 000-21789) and by this reference incorporated herein;
2.1 The Company's Quarterly Reports on form 10-Q for the quarterly periods
ending March 31, 1998, filed May 14, 1998; June 30, 1998, filed August
13, 1998; and September 30, 1998, filed November 12, 1998, and by this
reference incorporated herein;
2.2 The Company's reports on Form 8-K, filed with the Commission on January
30, 1998, October 28, 1998, and November 12, 1998, and by this
reference incorporated herein;
3.0 The Company's Definitive Information Statement filed with the
Commission on April 13, 1998, and by this reference incorporated herein;
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 amended, and filed with the Securities and
Exchange Commission on May1, 1998 (File No. 333-47525).
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 amended, and filed with the Securities and
Exchange Commission on May1, 1998 (File No. 333-47525).
5.0 Specimen Stock Certificate
Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1, as amended, and filed with the Securities and
Exchange Commission on May1, 1998 (File No. 333-47525).
6.0 1997Annual Report to Shareholders.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Exchange Act of 1934,
the Registrant 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 11th day of December, 1998.
LITHIA MOTORS, INC.
(Registrant)
By /s/ M. L. Dick Heimann
M.L. Dick Heimann
President and Chief Operating Officer
<PAGE>
EXHIBIT INDEX
1.0 The Company's Annual Report on form 10-K for the fiscal year ending
December 31, 1997 and filed with the Commission on March 31, 1998 (File
No. 000-21789) and by this reference incorporated herein;
2.1 The Company's Quarterly Reports on form 10-Q for the quarterly periods
ending March 31, 1998, filed May 14, 1998; June 30, 1998, filed August
13, 1998; and September 30, 1998, filed November 12, 1998, and by this
reference incorporated herein;
2.2 The Company's reports on Form 8-K, filed with the Commission on January
30, 1998, October 28, 1998, and November 12, 1998, and by this
reference incorporated herein;
3.0 The Company's Definitive Information Statement filed with the
Commission on April 13, 1998, and by this reference incorporated herein;
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 amended, and filed with the Securities and
Exchange Commission on May1, 1998 (File No. 333-47525).
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 amended, and filed with the Securities and
Exchange Commission on May1, 1998 (File No. 333-47525).
5.0 Specimen Stock Certificate
Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1, as amended, and filed with the Securities and
Exchange Commission on May1, 1998 (File No. 333-47525).
6.0 1997Annual Report to Shareholders.
