Filed with the Securities and Exchange Commission on June 11, 1999
Securities Act Registration No. 333-
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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
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Number of Maximum Maximum Amount of
Title of Securities Shares Being Offering Price Aggregate Registration
Being Registered Registered (1) Per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Class A Common Stock 615,000 $18.5 $11,377,500 $3,162.95
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(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 1,700,000.
(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 the New York Stock
Exchange on June 10, 1999, 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 on February 12,
1997, Lithia Motors, Inc. registered 670,000 shares of its Class A Common
Stock with respect to its 1996 Stock Incentive Plan. In accordance with
General Instruction E of Registration Statement Form S-8, the contents of
Lithia's Registration Statement on Form S-8 (SEC File No. 333-21673) filed
with the SEC on February 12, 1997 are hereby incorporated by reference in this
registration statement. Lithia registered an additional 415,000 shares of its
Class A Common Stock with respect to its 1996 Stock Incentive Plan pursuant to
a Registration Statement on Form S-8 (SEC File No. 333-69225) filed as of
December 12, 1998.
At Lithia's 1998 Annual Meeting of Shareholders held on May 20, 1999,
shareholders approved an amendment to the 1996 Stock Incentive Plan increasing
the number of shares of Class A Common Stock authorized for issuance pursuant
to the 1996 Stock Incentive Plan from the previously registered amount of
1,085,000 shares to 1,700,000 shares.
The purpose of this registration statement on Form S-8 is to register an
additional 615,000 shares of Class A Common Stock issuable under the 1996
Stock Incentive 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
21st day of May, 1999.
LITHIA MOTORS, INC.
By: /s/ M.L. Dick Heimann
------------------------------------------------
M.L. Dick Heimann
President and Chief Operating Officer
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: May 21, 1999
------------------------------------------
Sidney B. DeBoer
Chief Executive Officer and
Chairman of the Board of Directors
By: /s/ M.L. Dick Heimann Date: May 21, 1999
------------------------------------------
M.L. Dick Heimann
President, Chief Operating Officer, Director
By: /s/ R. Bradford Gray Date: May 21, 1999
------------------------------------------
R. Bradford Gray, Director
By: Date: May __, 1999
------------------------------------------
W. Douglas Moreland, Director
By: /s/ William J. Young Date: May 21, 1999
------------------------------------------
William J. Young, Director
By: Date: May __, 1999
------------------------------------------
Thomas Becker, Director
By: /s/ Brian R. Neill Date: May 21, 1999
------------------------------------------
Brian R. Neill
Senior Vice President, Chief Financial Officer
(Chief Accounting and Financial Officer)
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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 LLP LETTERHEAD]
May 21, 1999
Board of Directors
Lithia Motors, Inc.
360 E. Jackson St.
Medford, Oregon 97501
Re: Form S-8 Registration
615,000 Additional Shares under the 1996 Stock
Incentive Plan
Gentlemen:
This firm is 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 an aggregate of 1,700,000 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
615,000 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,
as amended to date, and minutes of certain meetings of the Company's Board of
Directors and shareholders. We have also received from the officers of the
Company certificates and other representations concerning factual matters
relevant to 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, 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.
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Based upon and subject to all of the foregoing, we are of
the opinion that:
The Shares have been validly authorized, and when
(i) the Registration Statement has become
effective and such state securities laws as may be
applicable have been complied with; and (ii) the
Shares have been delivered as contemplated by the
Registration Statement and the Plan, the Shares
will be validly issued, fully paid, and
non-assessable.
Regardless of the states in which members of this firm are licensed to
practice, 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.
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 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,
/s/ Foster Pepper & Shefelman LLP
FOSTER PEPPER & SHEFELMAN, LLP
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
May 21, 1999
