<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0506313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(Address of principal executive offices, including zip code)
____________________
GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN
GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
B. B. HOLLINGSWORTH, JR.
950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(Name and address of agent for service)
(713) 467-6268
(Telephone number, including area code, of agent for service)
Copy to:
John S. Watson
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin
Houston, Texas 77002-6760
(713) 758-3613
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
- ---------------------------------------------------------------------------------------------------------
Title of Proposed maximum
securities to be Amount to be aggregate Amount of
registered registered offering price (1) registration fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,200,000 shares $23,100,000 $6,815
=========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are incorporated herein by reference and made a part hereof:
(i) the Company's Prospectus dated October 29, 1997 filed with the Securities
and Exchange Commission (the "Commission") by Group 1 Automotive, Inc., a
Delaware corporation (the "Company") on October 30, 1997 pursuant to Rule
424(b) under the Securities Act of 1933, as amended; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; and
(iii) the Company's Registration Statement on Form 8-A declared effective by
the Commission on October 29, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock covered by this Registration
Statement are being passed upon for the Company by Vinson & Elkins L.L.P.,
Houston, Texas. John S. Watson, the Secretary of the Company, is a partner of
Vinson & Elkins L.L.P.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth, Part II, Section I of the Company's Charter, a copy of which
is filed as Exhibit 3.1, provides that directors, officers, employees and
agents shall be indemnified to the fullest extent permitted by Section 145 of
the DGCL.
Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A Delaware corporation may indemnify past or present officers
and directors of such corporation or of another corporation or other enterprise
at the former corporation's request, in an action by or in the right of the
corporation to procure a judgment in its favor under the same conditions,
except that no indemnification is permitted without judicial approval if such
person is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in defense of any action
referred to above, or
-2-
<PAGE> 3
in defense of any action referred to above, or in defense of any claim, issue
or matter therein, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably incurred in
connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon
a determination by the (i) stockholders, (ii) Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs. Section 145 provides that indemnification pursuant to
its provision is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145 of the DGCL also empowers the Company to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the Company against liability asserted against or incurred by him in any
such capacity, whether or not the Company would have the power to indemnify
such officer or director against such liability under the provisions of Section
145. The Company intends to purchase and maintain a directors' and officers'
liability policy for such purposes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
3.1 Restated Certificate of Incorporation of the Company (filed
with the Commission as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No.
333-29893) and incorporated herein by reference).
3.2 Certificate of Designation of Series A Junior Participating
Preferred Stock (filed with the Commission as Exhibit 3.2 to
the Company's Registration Statement on Form S-1 Registration
No. 333-29893) and incorporated herein by reference).
3.3 Bylaws of the Company (filed with the Commission as Exhibit
3.3 to the Company's Registration Statement on Form S-1
(Registration No. 333-29893) and incorporated herein by
reference).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
-3-
<PAGE> 4
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
-4-
<PAGE> 5
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 Houston, State of Texas, on the 12th day of
December, 1997.
GROUP 1 AUTOMOTIVE, INC.
By: /s/ B. B. Hollingsworth, Jr.
-------------------------------------
B. B. Hollingsworth, Jr.
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L.
Thompson or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) 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
requisite and 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 12th day of December, 1997.
SIGNATURE TITLE
/s/ B. B. Hollingsworth, Jr. Chairman, President and
- --------------------------------------- Chief Executive Officer and Director
B. B. Hollingsworth, Jr. (Principal Executive Officer)
/s/ Scott L. Thompson Senior Vice President
- --------------------------------------- Chief Financial Officer and Treasurer
Scott L. Thompson (Principal Financial and
Accounting Officer)
/s/ Robert E. Howard II President of Howard Group
- --------------------------------------- and Director
Robert E. Howard II
/s/ Sterling B. McCall, Jr. President of McCall Group
- --------------------------------------- and Director
Sterling B. McCall, Jr.
/s/ Charles M. Smith President of Smith Group
- --------------------------------------- and Director
Charles M. Smith
/s/ John H. Duncan Director
- ---------------------------------------
John H. Duncan
/s/ Bennett E. Bidwell Director
- ---------------------------------------
Bennett E. Bidwell
-5-
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
3.1 Restated Certificate of Incorporation of the Company (filed with
the Commission as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-29893) and
incorporated herein by reference).
3.2 Certificate of Designation of Series A Junior Participating
Preferred Stock (filed with the Commission as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 Registration
No. 333-29893) and incorporated herein by reference).
3.3 Bylaws of the Company (filed with the Commission as Exhibit 3.3 to
the Company's Registration Statement on Form S-1 (Registration
No. 333-29893) and incorporated herein by reference).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins, L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
-6-
<PAGE> 1
EXHIBIT 5.1
December 12, 1997
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
Ladies and Gentlemen:
We have acted as counsel for Group 1 Automotive, Inc., a Delaware
corporation (the "Company"), with respect to certain legal matters in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Securities Act"), of the offer and sale of up to
2,200,000 shares of Common Stock, par value $.01 per share (the "Shares") as
follows: (i) 2,000,000 Shares may be issued pursuant to the Group 1
Automotive, Inc. 1996 Stock Incentive Plan (the "1996 Plan") and (ii) 200,000
Shares may be issued pursuant to the Group 1 Automotive, Inc. 1998 Employee
Stock Purchase Plan (the "1998 Plan" and collectively with the 1996 Plan, the
"Plans").
In connection with the foregoing, we have examined or are familiar
with the Restated Certificate of Incorporation of the Company, the Bylaws of
the Company, the corporate proceedings with respect to the issuance of the
Shares, and the Registration Statement on Form S-8 filed in connection with the
registration of the Shares (the "Registration Statement"), and such other
certificates, instruments and documents as we have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares are issued in accordance with the
provisions of the applicable Plan, will be validly issued and fully paid and
non- assessable.
The foregoing opinion is limited to the laws of the United States of
America and the State of Texas and to the General Corporation Law of the State
of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
<PAGE> 1
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 29, 1997
and May 9, 1997 included in Group 1 Automotive, Inc.'s Prospectus dated October
29, 1997 and filed with the SEC on October 30, 1997 and to all references to
our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP.
Houston, Texas
December 12, 1997
