LITHIA MOTORS INC
S-8 POS, 1999-08-16
AUTO DEALERS & GASOLINE STATIONS
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Filed with the Securities and Exchange Commission on August 16, 1999
                                      Securities Act Registration No. 333-69167


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-8
                        Post Effective Amendment No. 1

                         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)

              LITHIA MOTORS, INC. 1998 EMPLOYEE STOCK BONUS 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


                                       1
<PAGE>



      The 1998 Employee Stock Bonus Plan of Lithia Motors, Inc. has been
completed in accordance with its terms and terminated.  All shares of Class A
Common stock required to be issued in accordance with the Plan have been duly
issued.  The purpose of this Post Effective Amendment No. 1 is to remove from
registration 254 shares of Class A Common Stock previously registered under
this Plan that remained unsold upon termination of the Plan.




                                  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
Amendment  to the  Registration  Statement  to be signed on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Medford,  State of
Oregon, on the 13th day of August, 1999.

                              LITHIA MOTORS, INC.


                              By:  /s/ Brian R. Neill                        *
                                 --------------------------------------------
                                 M.L. Dick Heimann
                                 President and Chief Operating Officer



                                       2
<PAGE>

     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/ Brian R. Neill                   *    Date: August 13, 1999
   ----------------------------------------          -------------------------
   Sidney B. DeBoer
   Chief Executive Officer and
   Chairman of the Board of Directors


By:   /s/ Brian R. Neill                  *     Date: August 13, 1999
   ---------------------------------------           -------------------------
   M.L. Dick Heimann
   President, Chief Operating Officer, Director


By:   /s/ Brian R. Neill                  *     Date: August 13, 1999
   ---------------------------------------           -------------------------
   R. Bradford Gray, Director


By:   /s/ Brian R. Neill                  *     Date: August 13, 1999
   ---------------------------------------           -------------------------
   Thomas Becker, Director


By:   /s/ Brian R. Neill                  *     Date: August 13, 1999
   ---------------------------------------           -------------------------
   William Young, Director


By:                                             Date: August 13, 1999
   ---------------------------------------           -------------------------
   W. Douglas Moreland, Director


By:   /s/ Brian R. Neill                        Date: August 13, 1999
   ---------------------------------------           -------------------------
   Brian R. Neill
   Senior Vice President, Chief Financial Officer
   (Chief Accounting and Financial Officer)

*Executed  by Brian R.  Neill,  as  Attorney-in-Fact  for  each  director  and
officer pursuant to a Power of Attorney contained in the original filing.



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