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As filed with the Securities and Exchange Commission on April 20, 1999.
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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GENUINE PARTS COMPANY
(Exact name of issuer as specified in its charter)
GEORGIA 58-0254510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2999 CIRCLE 75 PARKWAY
ATLANTA, GEORGIA 30339
(770) 953-1700
(Address, including zip code, and telephone number, of registrant's principal
executive offices)
GENUINE PARTS COMPANY 1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
GEORGE W. KALAFUT Copy to:
GENUINE PARTS COMPANY
2999 CIRCLE 75 PARKWAY LAURA G. THATCHER
ATLANTA, GEORGIA 30339 ALSTON & BIRD LLP
(770) 953-1700 1201 WEST PEACHTREE STREET, N.W.
(Name, address, including zip code, and ATLANTA, GEORGIA 30309-3424
telephone number, including area code, of (404) 881-7546
agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration Fee
Per Share (2) Offering Price (2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 9,000,000 shares $32.4375 $291,937,500 $81,158.63
- ----------------------------------------------------------------------------------------------------------
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- ------------------------------
(1) This registration statement also covers any additional shares that may
hereafter be granted as a result of the adjustment and anti-dilution
provisions of the Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this registration statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998.
(3) The description of common stock contained in the Company's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
(4) The description of preferred stock purchase rights under that
certain Shareholder Protection Rights Agreement, dated as of November 20, 1989,
between the Company and SunTrust Bank, as Rights Agent, contained in the
Company's registration statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating such
description.
(5) All other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters 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 in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any 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 of this registration
statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities registered hereby has been passed upon
for the Company by Alston & Bird LLP, Atlanta, Georgia.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Company's Restated Articles of
Incorporation provide that a director shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or any other duty owed to the corporation as a director, except that such
provision shall not eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (b) for acts or omissions which involve intentional misconduct or a
knowing violation of law, (c) for unlawful corporate distributions, or (d) for
any transaction from which the director received an improper benefit.
Under its Bylaws, the Company is required to indemnify its directors to
the full extent permitted by Georgia law. The Georgia Business Corporation Code
provides that a corporation may indemnify its directors, officers, employees and
agents against judgments, fines, penalties, amounts paid in settlement, and
reasonable expenses, including attorney's fees, resulting from various types of
legal actions or proceedings, including, but not limited to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative, arbitrative or investigative and whether formal or informal, if
the actions of the party being indemnified meet the standards of conduct
specified therein. Determination concerning whether or not the applicable
standard of conduct has been met can be made by (a) the Board of Directors by a
majority vote of all the disinterested directors, if there are at least two
disinterested directors, (b) a majority vote of a committee of two or more
disinterested directors, (c) special legal counsel, or (d) an affirmative vote
of a majority of shares held by disinterested shareholders. No indemnification
shall be made (i) in connection with a proceeding by or in the right of the
Company, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the indemnitee has met the relevant standard
of conduct, or (ii) in connection with any other proceeding in which such person
was adjudged liable on the basis that personal benefit was improperly received
by him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
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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 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 the 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) 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 Commission by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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 being
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 Section 13(a) or Section
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 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.
(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 registrant's articles of
incorporation, bylaws, 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 Securities Act of 1933 and is,
therefore, unenforceable. In the event
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Atlanta, State of Georgia, on April 19, 1999.
GENUINE PARTS COMPANY
By: /s/ LARRY L. PRINCE
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Larry L. Prince
Chairman of the Board and
Chief Executive Officer
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Larry L. Prince and George W. Kalafut,
and each of them, his or her true and lawful attorneys-in-fact and agents, 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, 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully and 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, or
any of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 19th day of April, 1999.
Signature Capacity
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/s/ LARRY L. PRINCE Director, Chairman of the Board and
- ------------------------------ Chief Executive Officer
Larry L. Prince (Principal Executive Officer)
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/s/ GEORGE W. KALAFUT Executive Vice President -- Finance and
- ------------------------------ Administration (Principal Financial and
George W. Kalafut Accounting Officer)
/s/ RICHARD W. COURTS, II Director
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Richard W. Courts, II
/s/ BRADLEY CURREY, JR. Director
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Bradley Currey, Jr.
/s/ JEAN DOUVILLE Director
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Jean Douville
/s/ ROBERT P. FORRESTAL Director
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Robert P. Forrestal
/s/ THOMAS C. GALLAGHER Director, President and Chief Operating
- ------------------------------ Officer
Thomas C. Gallagher
/s/ STEPHEN R. KENDALL Director
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Stephen R. Kendall
/s/ J. HICKS LANIER Director
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J. Hicks Lanier
/s/ ALANA S. SHEPHERD Director
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Alana S. Shepherd
/s/ LAWRENCE G. STEINER Director
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Lawrence G. Steiner
/s/ JAMES B. WILLIAMS Director
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James B. Williams
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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Exhibit Number Description
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<S> <C>
4.1 Restated Articles of Incorporation of the Company,
as amended (previously filed and incorporated
herein by reference to the Company's Annual Report
on Form 10-K, dated March 3, 1995).
4.2 Bylaws of the Company, as amended (previously
filed and incorporated herein by reference to
Company's Annual Report on Form 10-K, dated March
3, 1995).
4.3 Shareholder Protection Rights Agreement, dated as
of November 20, 1989, between the Company and
SunTrust Bank, as Rights Agent (previously filed
and incorporated herein by reference to Company's
Report on Form 8-K, dated November 20, 1989).
5 Opinion of Counsel as to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in the opinion filed
as Exhibit 5 hereof).
23.2 Consent of Independent Auditors.
24 Power of Attorney pursuant to which amendments to
this registration statement may be filed (included
on the signature page contained in Part II
hereof).
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EXHIBIT 5
[Alston & Bird LLP Letterhead]
April 20, 1999
Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement of Genuine Parts Company --
Genuine Parts Company 1999 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Genuine Parts Company, a Georgia
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 9,000,000 shares of the
Company's common stock, $1.00 par value ("Common Stock") that may be offered and
sold pursuant to the grant and exercise of awards under the Genuine Parts
Company 1999 Long-Term Incentive Plan (the "Plan"). This Opinion Letter is
rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued upon the grant and exercise of awards pursuant the
Plan have been duly authorized by all requisite action on the part of the
Company and, when issued in accordance with the terms and conditions of the
Plan, will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
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Laura G. Thatcher
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Genuine Parts Company 1999 Long-Term Incentive Plan
of our reports dated February 3, 1999, with respect to the consolidated
financial statements and schedule of Genuine Parts Company incorporated by
reference or included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
April 16, 1999
