<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-____________
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-1356520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
--------------------
Copies to:
Steven B. Hildebrand Stephen W. Ray, Esq.
Vice President and Chief Financial Officer Hall, Estill, Hardwick, Gable,
5330 East 31st Street Golden & Nelson, P.C.
Tulsa, Oklahoma 74135 320 South Boston, Suite 400
(918) 669-2288 Tulsa, Oklahoma 74103
(Name, address and telephone (918) 594-0415
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
====================================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered(1) offering price per share aggregate offering fee
price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 2,412,594 shares (1) $19.97 (2) $48,179,502 (2) $13,393.90
value $.01 per share
====================================================================================================================================
</TABLE>
- ------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares of
Common Stock stated above, an indeterminate number of shares which by
reason of certain events specified in the Plan may become subject to
the Plan.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of
calculating the registration fee and are based upon the average of the
high and low prices of the Common Stock of the Registrant on the New
York Stock Exchange on May 26, 1999.
- --------------------------------------------------------------------------------
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
ITEM 1. PLAN INFORMATION
The documents containing the information required by this item will be sent
or given to employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "SECURITIES ACT"). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "SEC") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to participants of the Dollar Thrifty
Automotive Group, Inc. Long-Term Incentive Plan (the "PLAN") pursuant to Rule
428(b), and any additional information about the Plan and its administrators are
available without charge by contacting:
Brian K. Franklin, Director of Executive Compensation
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, Oklahoma 74135
(918) 669-3916
PART II
-------
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the SEC by Dollar Thrifty
Automotive Group, Inc. (the "COMPANY") (Commission File Number 1-13647) for
purposes of the information reporting requirements of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998.
2. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999.
3. The description of the Company's common stock, par value $.01 per
share (the "COMMON STOCK") contained in the Section entitled
"Description of Capital Stock" in the Company's Registration
Statement on Form S-1, as amended, Registration No. 333-39661, which
became effective December 16, 1997, and any amendment or report
filed with the SEC for the purpose of updating such description of
Common Stock.
-2-
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference will be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock is registered under Section 12(b) of the
Exchange Act and thus, this item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"DELAWARE LAW") empowers a Delaware corporation to indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
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 or
enterprise against 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 such officer or
director acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors against
expenses (including attorneys' fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such officer or director actually and reasonably
incurred.
The Certificate of Incorporation of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
In accordance with Delaware Law, the Certificate of Incorporation of the
Company provides that no directors shall be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock purchases or redemptions, or (iv)
for any transaction from which a director derived an improper personal benefit.
The effect of this provision is to eliminate the rights of the Company and its
stockholders to recover monetary damages against a director for breach of
fiduciary duty as a director including any such breaches resulting from gross
negligence.
-3-
<PAGE>
Pursuant to the underwriting agreements filed as exhibits to the Company's
registration statement relating to underwritten offerings of securities, the
underwriters parties thereto have agreed to indemnify each officer and director
of the Company and each person, if any, who controls the Company within the
meaning of the Securities Act, against certain liabilities, including
liabilities under the Securities Act.
The directors and officers of the Company are covered by directors' and
officers' insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Certificate of Incorporation of the Company, filed as
the same numbered exhibit with the Company's
Registration Statement on Form S-1, as amended,
Registration No. 333-39661, which became effective
December 16, 1997*
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C. regarding the legality of the Common
Stock being registered **
10.10 Dollar Thrifty Automotive Group, Inc. Long-Term
Incentive Plan, filed as the same numbered exhibit
with the Company's Registration Statement on Form S-1,
as amended, Registration No. 333-39661, which became
effective December 16, 1997*
10.13 Amendment to Long-Term Incentive Plan dated as of
September 29, 1998**
15.1 Letter from Deloitte & Touche LLP regarding interim
financial information**
23.4 Consent of Deloitte & Touche LLP**
23.5 Consent of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C. (included in Exhibit 5.1)**
- -------------------
* Incorporated by reference
** Filed herewith
-4-
<PAGE>
ITEM 9. UNDERTAKINGS
RULE 415 OFFERINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:
(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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. 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a twenty percent (20%) change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(c) 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 (a) and (b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Company 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 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.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of 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.
-5-
<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 Tulsa, State of Oklahoma, on May 27, 1999.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By: /s/ JOSEPH E. CAPPY
----------------------------------
Name: Joseph E. Cappy
Title: President and Principal Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ JOSEPH E. CAPPY Chairman of the Board May 27, 1999
- ------------------- Chief Executive Officer
Joseph E. Cappy President and Director
/s/ STEVEN B. HILDEBRAND Vice President May 27, 1999
- ------------------------ Principal Financial Officer
Steven B. Hildebrand Principal Accounting Officer
/s/ DONALD M. HIMELFARB Executive Vice President and Director May 27, 1999
- ----------------------- President of Thrifty, Inc.
Donald M. Himelfarb
/s/ GARY L. PAXTON Executive Vice President and Director May 27, 1999
- ------------------ President of Dollar Rent A Car Systems, Inc.
Gary L. Paxton
/s/ THOMAS P. CAPO Director May 27, 1999
- ------------------
Thomas P. Capo
/s/ EDWARD J. HOGAN Director May 27, 1999
- -------------------
Edward J. Hogan
/s/ EDWARD C. LUMLEY Director May 27, 1999
- --------------------
Edward C. Lumley
/s/ JOHN C. POPE Director May 27, 1999
- ----------------
John C. Pope
/s/ JOHN P. TIERNEY Director May 27, 1999
- -------------------
John P. Tierney
/s/ EDWARD L. WAX Director May 27, 1999
- -----------------
Edward L. Wax
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. DESCRIPTION
----------- -----------
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C. regarding the legality of the Common
Stock being registered
10.13 Amendment to Long-Term Incentive Plan dated as of
September 29, 1998
15.1 Letter from Deloitte & Touche LLP regarding interim
financial information
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Hall, Estill, Hardwick, Gable, Golden &
Nelson, P.C. (included in Exhibit 5.1)
-7-
EXHIBIT 5.1
-----------
[LETTERHEAD OF HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C.]
May 27, 1999
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, Oklahoma 74135
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Dollar Thrifty Automotive Group, Inc., a
Delaware corporation (the "COMPANY"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), of a Registration
Statement on Form S-8 (the "REGISTRATION STATEMENT"), relating to 2,412,594
shares of the Company's Common Stock, par value $.01 per share (the "SHARES")
issued or issuable under the Company's Long-Term Incentive Plan, as amended (the
"PLAN"), referred to therein.
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based upon the foregoing, we are of the opinion that, upon issuance and
delivery of the Shares in accordance with the Plan (which is filed as Exhibit
10.10 (incorporated by reference) and Exhibit 10.13 to the Registration
Statement), the Shares will be duly authorized, validly issued and outstanding,
and fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of
Oklahoma, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the SEC
thereunder.
We note that Stephen W. Ray, a shareholder and director of this firm,
serves as Secretary of the Company.
Very truly yours,
HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C.
EXHIBIT 10.13
-------------
AMENDMENT TO LONG-TERM INCENTIVE PLAN
-------------------------------------
The Long-Term Incentive Plan adopted by Dollar Thrifty Automotive Group,
Inc. on December 11, 1997 (the "LTIP") is hereby amended as of September 29,
1998 as follows:
1. Section 2.1 (bb) of the LTIP is hereby deleted in its entirety and
replaced with the following:
"bb) "SUBSIDIARY OR SUBSIDIARIES" means a corporation, company or
other entity (i) more than 50% of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) are, or (ii) which does
not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association), but
more than 50% of whose ownership interest representing the right
generally to make decisions for such other entity is, now or
hereafter, owned or controlled, directly or indirectly, by the
Company."
2. Section 16.1 of the LTIP is hereby deleted in its entirety and
replaced with the following:
"16.1 For the purpose of the Plan, a "Change in Control" means the
occurrence of any of the following events:
(a) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than a majority
of the combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors ("Voting
Stock") of such corporation or person immediately after such
transaction is held in the aggregate by the holders of Voting
Stock of the Company immediately prior to such transaction;
(b) The Company sells or otherwise transfers all or substantially all
of its assets to
-1-
<PAGE>
another corporation or other legal person,and as a result of such
sale or transfer less than a majority of the combined voting
power of the then-outstanding Voting Stock of such corporation or
person immediately after such sale or transfer is held in the
aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;
(c) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 35% or more of the
combined voting power of the Voting Stock then outstanding after
giving effect to such acquisition;
(d) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing
in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in
control of the Company has occurred or will occur in the future
pursuant to any then-existing contract or transaction; or
(e) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a Director subsequent to the date hereof whose election
or nomination for election by the Company's shareholders, was
approved by a vote of at least two-thirds of the Directors then
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such
person is named as a nominee for Director, without objection to
such nomination) shall be deemed to be or have been a member of
the Incumbent Board.
Notwithstanding the foregoing provisions of Section 16.1(c) or
(d), unless otherwise
-2-
<PAGE>
determined in a specific case by majority vote of the Board, a
"Change in Control" shall not be deemed to have occurred for
purposes of Section 16.1(c) or (d) solely because (A) the
Company, (B) a Subsidiary, or (C) any Company-sponsored employee
stock ownership plan or any other employee benefit plan of the
Company or any Subsidiary either files or becomes obligated to
file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the
Exchange Act disclosing beneficial ownership by it of shares of
Voting Stock, whether in excess of 35% or otherwise, or because
the Company reports that a change in control of the Company has
occurred or will occur in the future by reason of such beneficial
ownership."
3. All references in the LTIP to the term "Change of Control" shall be
deleted in their entirety and replaced with "Change in Control."
-3-
EXHIBIT 15.1
------------
[LETTERHEAD OF DELOITTE & TOUCHE, LLP]
May 27, 1999
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, OK 74135
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Dollar Thrifty Automotive Group, Inc. and subsidiaries for the
periods ended March 31, 1999, and 1998, as indicated in our report dated April
21, 1999, except for Note 8 as to which the date is April 29, 1999; because we
did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 is being used
in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
EXHIBIT 23.4
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 4, 1999, except for Note 17 as to which
the date is March 4, 1999, appearing in the Annual Report on Form 10-K (and Form
10-K/A) of Dollar Thrifty Automotive Group, Inc. and subsidiaries for the year
ended December 31, 1998.
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
May 27, 1999
