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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 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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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)
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GROUP 1 AUTOMOTIVE, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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
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Title of Proposed maximum
securities to be Amount to be aggregate Amount of
registered registered offering price (1) registration fee
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<S> <C> <C> <C>
Common Stock, $.01 par value 800,000 shares (2) $17,250,000 $4,796
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457.
(2) Under General Instruction E to Form S-8, this Registration Statement
registers an additional 800,000 shares of Common Stock to be issued under
the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (the
"Plan"). A Registration Statement (File No. 333-42165) was previously filed
with the Securities and Exchange Commission (the "Commission") on December
12, 1997 covering 200,000 shares to be issued under the Plan.
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PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Pursuant to the requirements of General Instruction E of Form S-8, the
contents of the Registration Statement on Form S-8 (File No. 333-42165) of Group
1 Automotive, Inc. (the "Company") are hereby incorporated by reference herein.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are incorporated herein by reference and made a part hereof:
(i) the Company's Annual Report on Form 10-K for the year ended December 31,
1997 (as amended on April 15, 1998); (ii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 (as amended on
September 22, 1998) and September 30, 1998; (iii) the Company's Current Reports
on Form 8-K filed with the Commission on March 31, 1998 (as amended on May 28,
1998), April 15, 1998 (as amended on June 11, 1998) and December 11, 1998; and
(iv) 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 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 Crowe, Chizek and Company, LLP.
23.3 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).
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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 Houston, State of Texas, on the 31st day of December,
1998.
GROUP 1 AUTOMOTIVE, INC.
By: /s/ B. B. HOLLINGSWORTH, JR.
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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 31st day of December, 1998.
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SIGNATURE TITLE
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/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 Director
- --------------------------------------------------
Robert E. Howard II
/s/ STERLING B. MCCALL, JR. Director
- --------------------------------------------------
Sterling B. McCall, Jr.
/s/ CHARLES M. SMITH Director
- --------------------------------------------------
Charles M. Smith
/s/ JOHN H. DUNCAN
- -------------------------------------------------- Director
John H. Duncan
/s/ BENNETT E. BIDWELL
- -------------------------------------------------- Director
Bennett E. Bidwell
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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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 Crowe, Chizek and Company, LLP.
23.3 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).
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December 31, 1998
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 800,000 shares of
Common Stock, par value $.01 per share (the "Shares") pursuant to the Group 1
Automotive, Inc. 1998 Employee Stock Purchase Plan, as amended (the "Plan").
In connection with the foregoing, we have examined or are familiar with
(i) the Restated Certificate of Incorporation of the Company, (ii) the Bylaws of
the Company, (iii) the corporate proceedings with respect to the issuance of the
Shares, (iv) the Registration Statement on Form S-8 (File No. 333-42165) filed
on December 12, 1998, (v) the Registration Statement on Form S-8 filed in
connection with the registration of the Shares (the "Registration Statement"),
and (vi) 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 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 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.
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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 report dated March 6, 1998
included in Group 1 Automotive, Inc.'s Form 10-K for the year ended December
31, 1997 and to all references to our Firm included or incorporated by
reference in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 30, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of our report dated February 6, 1998 on the financial statements of the
Carroll Automotive Group as of December 31, 1997 and for the year then ended
included in Group 1 Automotive, Inc.'s Form 8-K filed on May 28, 1998 and to all
references to our Firm included or incorporated by reference in this
registration statement.
CROWE, CHIZEK AND COMPANY, LLP
Ft. Lauderdale, Florida
December 30, 1998
