Filed with the Securities and Exchange Commission on June ___, 2000
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
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(State of incorporation) (I.R.S. Employer Identification No.)
360 E. Jackson St., Medford, Oregon 97501
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(Address of principal executive offices) (Zip Code)
LITHIA MOTORS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Sidney B. DeBoer, Chief Executive Officer
360 E. Jackson St.
Medford, Oregon 97501
(541) 776-6899
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(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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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 250,000 $12.375 $3,093,750 $816.75
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(1) The shares of Common Stock represent the number of shares which may be
issued pursuant to the 1998 Stock Purchase 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 shares are issued.
Pursuant to Rule 457(h), the offering price is estimated based on the
average sale price reported for the Common Stock on NYSE on June 5, 2000,
and the maximum offering price is calculated for the sole purpose of
determining the Registration Fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
At the Company's Annual Meeting of Shareholders held on May 18, 2000, the
shareholders of the Company approved an amendment to the Company's 1998
Employee Stock Purchase Plan ("Plan") increasing the number of shares of
Common Stock authorized for issuance pursuant to the Plan from the previously
registered amount of 250,000 shares to 500,000 shares.
The purpose of this Registration Statement on Form S-8 is to register an
additional 250,000 shares of Class A Common Stock issuable under the Plan.
Item 3. Incorporation of Documents by Reference.
Pursuant to a Registration Statement on Form S-8 (SEC File No. 333-69169)
filed with the Securities and Exchange Commission (the "Commission") on
December 18, 1998, Lithia Motors, Inc. (the "Company") registered 250,000
shares of its Class A Common Stock with respect to the Company's 1998 Employee
Stock Purchase 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. 333-69169) is hereby incorporated by reference in this registration
statement.
Also incorporated by reference in, and made a part of, this Registration
Statement are: (a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, File No. 1-14733; (b) all other reports filed by
the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the 1999 Annual Report; and (c) all
documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 (included in the 1999 Annual Report,
File No. 1-14733)
23.2 Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)
24.1 Power of Attorney (Included in the signature page in Form S-8 (SEC File
No. 333-69169))
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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 June, 2000.
LITHIA MOTORS, INC.
By: /s/ Sidney B. DeBoer
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Sidney B. DeBoer
Chairman and Chief Executive 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: June 6, 2000
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Sidney B. DeBoer
Chairman of the Board and Chief Executive Officer
By: /s/ Sidney B. DeBoer, Attorney-In-Fact Date: June 6, 2000
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M.L. Dick Heimann
President, Chief Operating Officer, Director
By: /s/ Sidney B. DeBoer, Attorney-In-Fact Date: June 6, 2000
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R. Bradford Gray, Ex. Vice President, Director
By: /s/ Jeffrey B. DeBoer Date: June 6, 2000
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Jeffrey B. DeBoer
Senior Vice President, Chief Financial Officer
(Chief Accounting and Financial Officer)
By: /s/ Sidney B. DeBoer, Attorney-In-Fact Date: June 6, 2000
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Thomas Becker, Director
By: /s/ Date:
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W. Douglas Moreland, Director
By: /s/ Date:
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William Young, Director
By: /s/ Date:
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Gerald F. Taylor, Director
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<PAGE>
EXHIBIT INDEX
Exhibit
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
(Included in the 1999 Annual Report, File No. 1-14733)
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
24.1 Power of Attorney
(Included in the signature page in Form S-8 (SEC File
No. 333-69169))
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