As filed with the Securities and Exchange Commission on August 25, 1999.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PRECISION AUTO CARE, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1847851
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
748 MILLER DRIVE, S.E.
LEESBURG, VIRGINIA 20175
(Address of principal executive offices)
----------------------
PRECISION AUTO CARE, INC. 1998 OUTSIDE DIRECTORS'
STOCK OPTION PLAN
(Full title of the plan)
----------------------
ELIOT G. BOWYTZ
PRECISION AUTO CARE, INC.
748 MILLER DRIVE, S.E.
LEESBURG, VIRGINIA 20175
(703) 777-9095
(Name, address, including zip code and telephone
number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- -------------------- ------------- --------------- ------------------ -----------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR
VALUE $0.01 PER SHARE... 75,000 $2.86 $214,500 $65.00
</TABLE>
(1) DETERMINED PURSUANT TO RULE 457, SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents file by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference made a part
hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, filed with the Commission on September 28, 1998, as
amended on Forms 10-K/A filed October 13, 1999, and October 28, 1998.
(b) The Registrant's Current Report on Form 8-K filed with the
Commission on September 23, 1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, filed with the Commission on November 16, 1998, as
amended on Form 10-Q/A filed November 20, 1998.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998, filed with the Commission on February 16, 1999;
(e) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission on May 17, 1999.
(f) The Registrant's Current Report on Form 8-K filed with the
Commission on February 1, 1999.
(g) The Registrant's Current Report on Form 8-K filed with the
Commission on March 31, 1999; and
(h) The description of the Registrant's capital stock contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to filing of a
post-effective amendment which indicates that all securities offered have been
sold or which removes from registration 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 the filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
-1-
<PAGE>
ITEM 6. Indemnification of Directors and officers.
The Articles of Incorporation of the Company provide that, to the
fullest extent permitted by the Virginia Stock Corporation Act, the Company
shall indemnify current and former directors and officers of the Company against
any and all liabilities and expenses in connection with their services to the
Company in such capacities. The Articles of Incorporation further mandate that
the Company shall advance expenses to its directors and officers to the full
extent permitted by the Virginia Stock Corporation Act. The Articles of
Incorporation also permit the Company, by action of its Board of Directors, to
indemnify its employees and agents with the same scope and effect as the
foregoing indemnification of directors and officers.
The Articles of Incorporation of the Company provide that, to the
fullest extent permitted by the Virginia Stock Corporation Act, no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages. Under current Virginia law, the effect of
this provision is to eliminate the rights of the Company and its stockholders to
recover monetary damages against a director or officer except for the director
or officer's (a) willful misconduct, (b) knowing violation of any criminal law
or of any federal or state securities law, including (without limitation), any
claim of unlawful insider trading or manipulation of the market for any
security, or (c) payment of unlawful distributions, including dividends and
stock redemptions.
The Articles of Incorporation of the Company authorize the Company to
purchase liability insurance for its officers and directors and the Company
currently maintains such insurance coverage on behalf of its officers and
directors.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
4. Precision Auto Care, Inc. 1998 Outside Directors' Stock Option Plan,
included as Appendix B to the Registrant's definitive Proxy Statement
for the 1999 Annual Meeting of Shareholders held on January 22, 1999,
is hereby incorporated by reference.
5. Opinion of Miles & Stockbridge P.C.
23.1. Consent of Ernst & Youg LLP, independent auditors.
23.2. Consent of Miles & Stockbridge P.C. (included in the opinion filed
as Exhibit 5).
24. Power of Attorney.
-2-
<PAGE>
ITEM 9. Undertakings.
(a) 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;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to
-3-
<PAGE>
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
-4-
<PAGE>
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 Leesburg, State of Virginia on the 24th day of
August, 1999.
PRECISION AUTO CARE, INC.
By: /s/ Eliot G. Bowytz
------------------------
Eliot G. Bowytz
Assistant General
Counsel and Secretary
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
**
____________________
Lynn E. Caruthers Chairperson of the Board August 24, 1999
of Directors
**
____________________
Charles L. Dunlap President, Chief August 24, 1999
Executive Officer
and Director
**
____________________
William R. Klumb Director August 24, 1999
**
____________________
Woodley A. Allen Director August 24, 1999
**
____________________
George Bavelis Director August 24, 1999
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
**
___________________
Bernard H. Clineburg Director August 24, 1999
**
___________________
Effie Eliopulos Director August 24, 1999
**
___________________
Bassam Ibrahim Director August 24, 1999
**
___________________
Richard O. Johnson Director August 24, 1999
**
___________________
Arthur Kellar Director August 24, 1999
**
___________________
Harry G. Pappas, Jr. Director August 24, 1999
**
___________________
Gerald Zamensky Director August 24, 1999
**
___________________
Jerry L. Little, Jr. Chief Financial August 24, 1999
Officer and Senior
Vice President (Principal
Finance Officer)
**
___________________
John N. Tarrant Controller August 24, 1999
</TABLE>
By: /s/ Eliot G. Bowytz
--------------------------------------
Eliot G. Bowytz, Attorney in fact**
- -------------------
**By authority of Power of Attorney filed with this Registration Statement on
Form S-8.
Exhibit 5
[Miles & Stockbridge P.C. Letterhead]
August 24, 1999
Precision Auto Care, Inc.
748 Miller Drive, S.E.
Leesburg, Virginia 20175
RE: Precision Auto Care, Inc. 1998 Outside Directors'
Stock Option Plan
Ladies and Gentlemen:
On behalf of our client, Precision Auto Care, Inc., we submit this
opinion to you in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") on the date hereof. The Registration Statement registers 75,000
shares of the Common Stock of Precision Auto Care, Inc. (the "Corporation") for
use in connection with the Precision Auto Care, Inc. 1998 Outside Directors'
Stock Option Plan (the "Plan"). The Plan contemplates that the shares of Common
Stock subject to the Plan shall be reserved as authorized but unissued shares.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Registration Statement.
As counsel to the Corporation, we have examined such corporate
records, certificates and other documents and have reviewed such questions of
law as we deemed necessary or appropriate for the purpose of this opinion.
Based upon that examination and review, we advise you that in our opinion:
(i) the Corporation has been duly incorporated, is validly existing and
is in good standing under the laws of the Commonwealth of Virginia; and
(ii) to the extent that the operation of the Plan results in the
issuance of the shares of Common Stock of the Corporation, such shares of Common
Stock have been duly and validly authorized and, when issued in accordance with
the terms set forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our opinion in the Registration
Statement. In giving our consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities and Exchange Commission
thereunder.
Very Truly yours,
Miles & Stockbrige P.C.
By: /s/ John B. Frisch
_____________________
Principal
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form S-8
filed on or about August 24, 1999) pertaining to the 1998 Outside Directors'
Stock Option Plan of Precision Auto Care, Inc. and to the incorporation by
reference therein of our report dated October 12, 1998 with respect to the
consolidated financial statements and schedule of Precision Auto Care, Inc.
included in its Annual Report (Form 10-K) for the year ended June 30, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
August 24, 1999
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Charles L. Dunlap
_____________________________ August 6, 1999
Charles L. Dunlap
President, Chief Executive Officer
and Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Jerry L. Little
_____________________________ August 6, 1999
Jerry L. Little,
Chief Financial Officer and Senior
Vice President
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ John N. Tarrant
_____________________________ August 5, 1999
John N. Tarrant
Controller
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Lynn E. Caruthers
_____________________________ August 3, 1999
Lynn E. Caruthers
Chairperson and Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Richard O. Johnson
_____________________________ August 3, 1999
Richard O. Johnson
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Harry G. Pappas, Jr.
_____________________________ August 4, 1999
Harry G. Pappas, Jr.
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ George A. Bavelis
_____________________________ August 2, 1999
George A. Bavelis
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
Woodley A. Allen
_____________________________ August 3, 1999
Woodley A. Allen
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Bassam N. Ibrahim
_____________________________ August 2, 1999
Bassam N. Ibrahim
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Arthur Kellar
_____________________________ August 2, 1999
Arthur Kellar
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Gerald A. Zamensky
_____________________________ August 6, 1999
Gerald A. Zamensky
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ William R. Klumb
_____________________________ August 11, 1999
William R. Klumb
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Bernard H. Clineburg
_____________________________ August 6, 1999
Bernard H. Clineburg
Director
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes Charles L. Dunlap, Jerry L. Little, Jr.
and Eliot G. Bowytz, and each of them, jointly and severally, his or her lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, including, but not limited to, that listed below, to execute and
file, or cause to be filed, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
common stock of Precision Auto Care, Inc. ("Precision") for use in connection
with the employee benefit plans listed below maintained by Precision and
amendments thereto (including post-effective amendments), and all matters
required by the Commission in connection with such registration statements under
the Securities Act (collectively "Filings"), granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
each of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof. The foregoing Power of Attorney relates to Filings
with respect to the (i) 1998 Outside Directors' Stock Option Plan, (ii) 1999
Employee Stock Option and Restricted Stock Plan and (iii) an additional 100,000
shares of common stock issuable pursuant to employment and severance agreements
with former and current executive officers of Precision Auto Care.
/s/ Effie L. Eliopulos
_____________________________ August 2, 1999
Effie L. Eliopulos
Director
