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As filed with the Securities and Exchange Commission on July 2, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GETTY PETROLEUM MARKETING INC.
(Exact name of registrant as specified in its charter)
MARYLAND 11-3339235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 JERICHO TURNPIKE
JERICHO, NEW YORK 11753
(Address of principal executive offices)
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1997 STOCK OPTION PLAN OF GETTY PETROLEUM MARKETING INC.
(full title of plan)
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SAMUEL M. JONES
VICE PRESIDENT AND GENERAL COUNSEL
GETTY PETROLEUM MARKETING INC.
125 JERICHO TURNPIKE
JERICHO, NEW YORK 11753
(516) 338-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARC D. BASSEWITZ, ESQ.
LATHAM & WATKINS
SEARS TOWER
SUITE 5800
CHICAGO, IL 60606
(312) 876-7700
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered (1) Per Share (2) Offering Price Fee
- ----------------------------------------------------------------------------------------------
Common Stock, $.01 par
value 700,000 $4.50 $3,150,000 $929.25
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(1) Represents the number of additional shares of the Company's Common Stock,
par value $.01 per share, authorized for issuance under the First Amendment to
the Company's 1997 Stock Option Plan, as approved by the Company's stockholders
on June 18, 1998.
(2) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) and 457(c). The Proposed Maximum
Offering Price Per Share is based upon $4.50, the average of the high and low
prices for the Company's Common Stock as reported on the New York Stock
Exchange composite tape on June 30, 1998.
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EXPLANATORY NOTE
On March 14, 1997, Getty Petroleum Marketing Inc., a Maryland corporation
(the "Company") registered 1,300,000 shares of its common stock, par value
$0.01 per share ("Common Stock"), to be offered or sold to participants under
the Company's 1997 Stock Option Plan (the "Plan") pursuant to the Registration
Statement on Form S-8 (File No. 333-23379). This Registration Statement is
being filed pursuant to General Instruction E to Form S-8 (Registration of
Additional Securities) in order to register an additional 700,000 shares of
Common Stock which may be offered or sold to participants under the Plan
pursuant to the First Amendment to the Plan, as approved by the Company's
stockholders on June 18, 1998.
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-8 (File No. 333-23379)
with respect to 1,300,000 shares of Common Stock are hereby incorporated by
reference.
EXHIBITS
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5(a) Opinion of counsel regarding the legality of the Common Stock being
registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of counsel (included in Exhibit 5(a)).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Jericho, New York, on July 1, 1998.
GETTY PETROLEUM MARKETING INC.
By: /s/ Samuel M. Jones
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Samuel M. Jones
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below, hereby constitutes and appoints each of Samuel M. Jones and Michael K.
Hantman, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments or supplements to this
Registration Statement and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities with Getty Petroleum Marketing Inc. and on the dates
indicated.
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SIGNATURES TITLES DATE
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<S> <C> <C>
/s/ Leo Liebowitz
- ---------------------- Chairman, Chief Executive Officer
Leo Liebowitz and Director (Principal Executive July 1, 1998
Officer)
/s/ Michael K. Hantman
- ---------------------- Vice President and Corporate
Michael K. Hantman Controller (Principal July 1, 1998
Financial and Accounting
Officer)
- ---------------------- Director ____ _, 1998
Matthew J. Chanin
/s/ Ronald E. Hall
- ---------------------- Director July 1, 1998
Ronald E. Hall
- ---------------------- Director ____ _, 1998
Richard E. Montag
/s/ Milton Safenowitz
- ---------------------- Director July 1, 1998
Milton Safenowitz
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EXHIBIT INDEX
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<S> <C>
5(a) Opinion of counsel regarding the legality of the Common Stock being
registered.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of counsel (included in Exhibit 5(a)).
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EXHIBIT 5(a)
[Getty Petroleum Marketing Inc.
Company Letterhead]
July 1, 1998
Getty Petroleum Marketing Inc.
125 Jericho Turnpike
Jericho New York 11753
Re: Registration Statement on Form S-8
Gentlemen:
As Vice President and General Counsel of Getty Petroleum Marketing Inc.
(the "Company"), I am familiar with the Registration Statement, together with
the exhibits thereto to be filed by the Company in connection with the
registration of 700,000 additional shares of the Company's common stock, $.01
par value per share (the "Common Stock"), to be offered or sold to participants
under the 1997 Stock Option Plan of Getty Petroleum Marketing Inc. (the
"Plan"). I am familiar with the proceedings undertaken by the Company in
connection with the Plan and the authorization of the issuance of Common Stock
thereunder, and have examined such documents and such questions of law and fact
as I have deemed necessary in order to express the opinions contained herein.
Based on the foregoing, it is my opinion that, as of the date hereof, the
700,000 shares of Common Stock which may be issued by the Company pursuant to
the Plan, when and if so issued in accordance with the terms of the Plan, will
be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
/s/ Samuel M. Jones
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Samuel M. Jones
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Getty Petroleum Marketing Inc. on Form S-8 (File No. 333-_________)
of our reports, dated March 12, 1998, on our audits of the consolidated
financial statements and financial statement schedule of Getty Petroleum
Marketing Inc. and Subsidiaries as of January 31, 1998 and 1997 and for each of
the three years in the period ended January 31, 1998, which reports have been
included or incorporated by reference in the Annual Report on Form 10-K of Getty
Petroleum Marketing Inc. (File No. 001-14990).
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
June 30, 1998
