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As filed with the Securities and Exchange Commission on August 27, 1999.
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSK AUTO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 86-0765798
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
645 EAST MISSOURI AVENUE
PHOENIX, ARIZONA 85012
(Address of Principal Executive Offices, including Zip Code)
CSK AUTO CORPORATION
1996 EXECUTIVE STOCK OPTION PLAN
(As Amended and Restated)
(Full Title of the Plan)
MAYNARD L. JENKINS
CSK AUTO CORPORATION
645 EAST MISSOURI AVENUE
PHOENIX, AZ 85012
(Name and Address of Agent for Service)
(602) 265-9200
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
RICHARD M. RUSSO, Esq. DAVID I. SCHILLER, Esq.
Gibson, Dunn & Crutcher LLP Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4100 1717 Main Street, Suite 5400
Denver, Colorado 80202-2641 Dallas, Texas 75201
(303) 298-5700 (214) 698-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------- ------------------------ ----------------------- ------------------------ --------------------
common stock, par value $.01
("Common Stock")
<S> <C> <C> <C> <C>
(2)............................. 60,000 $23.56 $1,413,600 $395
- ------------------------------- ------------------------ ----------------------- ------------------------ --------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) These shares are additional shares which have been authorized by the
Company for offer under the Company's 1996 Executive Stock Option Plan (as
Amended and Restated). Pursuant to Rule 457(h)(1), the filing fee for the
60,000 shares subject to options that have not yet been granted is
calculated based upon the average high and low prices of the Common Stock
reported on August 23, 1999, which is $23.56 per share.
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NOTE
The purpose of this Form S-8 is to increase by 60,000 the
number of shares which may be made subject to awards under the Company's 1996
Executive Stock Option Plan ("Plan"), which has been amended and restated since
the filing of the Company's original Registration Statement covering the Plan.
In accordance with the instructions to Form S-8, the Company hereby incorporates
herein by reference the Form S-8 filed by the Company with respect to the Plan
on September 15, 1998 (SEC File No. 333-63393), together with all exhibits filed
therewith or incorporated therein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
In addition to those exhibits filed with the Registration Statement
being incorporated by reference into this filing, each of the following exhibits
is filed herewith:
5.02 Opinion of Gibson, Dunn & Crutcher LLP.
23.03 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.02).
23.04 Consent of PricewaterhouseCoopers LLP.
24.02 Power of Attorney (included on signature page of this
Registration Statement).
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Phoenix, State of Arizona, on this 26th day of
August, 1999.
CSK AUTO CORPORATION
By /s/ James G. Bazlen
James G. Bazlen
President, Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Don
W. Watson, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (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 necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Maynard Jenkins Chairman of the Board and August 26, 1999
- -------------------- Chief Executive Officer
Maynard Jenkins (Principal Executive Officer)
/s/ James Bazlen President, August 26, 1999
- -------------------- Chief Operating Officer and
James Bazlen Director
/s/ Don Watson Senior Vice President, Chief August 26, 1999
- -------------------- Financial Officer and Treasurer
Don Watson (Principal Financial and
Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Morton Godlas
- --------------------------- Director August 26, 1999
Morton Godlas
/s/ James O. Egan
- --------------------------- Director August 26, 1999
James O. Egan
/s/ Christopher J. O'Brien
- --------------------------- Director August 27, 1999
Christopher J. O'Brien
/s/ Charles J. Philippin
- --------------------------- Director August 26, 1999
Charles J. Philippin
/s/ Robert Smith
- --------------------------- Director August 27, 1999
Robert Smith
/s/ Christopher J. Stadler
- --------------------------- Director August 26, 1999
Christopher J. Stadler
/s/ Jules Trump
- --------------------------- Director August 26, 1999
Jules Trump
/s/ Eddie Trump
- --------------------------- Director August 27, 1999
Eddie Trump
- --------------------------- Director August __, 1999
Savio W. Tung
- --------------------------- Director August __, 1999
John F. Antioco
/s/ Charles K. Marquis
- --------------------------- Director August 27, 1999
Charles K. Marquis
</TABLE>
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EXHIBIT INDEX
Exhibit Description
Number
5.02 Opinion of Gibson, Dunn & Crutcher.
23.03 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.02).
23.04 Consent of PricewaterhouseCoopers LLP.
24.02 Power of Attorney (included on signature page of this
Registration Statement).
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EXHIBIT 5.02
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
August 27, 1999
(303) 298-5700 C 18591-00018
CSK Auto Corporation
645 East Missouri Avenue
Phoenix, Arizona 85012
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 60,000 shares of Common Stock, par value
$0.01 per share, of CSK Auto Corporation, a Delaware corporation (the
"Company"), which are the subject of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), which shares (the "Shares") may be offered and sold under the CSK Auto
Corporation 1996 Executive Stock Option Plan, as amended and restated (the
"Plan").
We have examined the original, or a photostatic or certified copy, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have determined relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, we are of the opinion that
the Shares have been validly authorized for issuance and, when (a) the
Registration Statement has become
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CSK Auto Corporation
August 27, 1999
Page 2
effective under the Act, (b) the Shares are issued and sold in accordance with
the terms set forth in the Registration Statement and in the Plan, including, in
the case of Shares issued pursuant to the exercise of options issued under the
Plan, the payment for the underlying Shares, and (c) the pertinent provisions of
any applicable state securities laws have been complied with, the Shares so
issued will be legally issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm appearing on the cover
of 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 Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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Exhibit 23.04
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
CSK Auto Corporation relating to the CSK Auto Corporation 1996 Executive Stock
Option Plan (as Amended and Restated) on Form S-8 (Registration No. 333-_______)
of our report dated April 2,1999 on our audits of the consolidated financial
statements of CSK Auto Corporation and subsidiaries as of January 31, 1999 and
February 1, 1998, and for each of the three years in the period ended
January 31, 1999.
PRICEWATERHOUSECOOPERS LLP
August 27, 1999
