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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PEP BOYS - MANNY, MOE & JACK
(Exact name of issuer as specified in its charter)
Pennsylvania 22-0962915
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3111 West Allegheny Avenue, Philadelphia, Pennsylvania 19132
(Address of principal executive offices) (Zip code)
1990 Stock Incentive Plan
(Full title of the plan)
Michael J. Holden
Senior Vice President
and Chief Financial Officer
The Pep Boys - Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
(215) 229-9000
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Daniel D. Rubino, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of reg-
to be regis- price offering istration
registered tered (1) per share (2) price (2) fee
Common Stock,
par value
$1.00 per
share 1,500,000 $28.1875 $42,281,250 $14,580
(1) This Registration Statement covers the additional 1,500,000 shares
authorized to be issued under the 1990 Stock Incentive Plan of The Pep
Boys - Manny, Moe & Jack, a Pennsylvania corporation (the
"Registrant"). In addition, this Registration Statement covers an
indeterminable number of additional shares as may hereinafter be
offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions effected without the receipt
of consideration.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933, as amended (the "Securities Act"), based upon the average
of the high and low prices of the Common Stock as reported by the New
York Stock Exchange, Inc. on July 25, 1995.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated herein by
reference:
(a) The Registrant's Registration Statement on Form S-8
(Registration No. 33-64248), dated June 7, 1993, filed pursuant to the
Securities Act.
(b) The Registrant's annual report filed on Form 10-K for the
fiscal year ended January 28, 1995 (File No. 103381), filed pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(c) The Registrant's quarterly report filed on Form 10-Q for the
quarter ended April 29, 1995 (File No. 103381), filed pursuant to the
Exchange Act.
(d) The description of the Registrant's Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A dated June 10, 1983 (File No. 103381) filed
pursuant to the Exchange Act, including all amendments and reports
filed for the purpose of amending such description, and the
description of the Registrant's Common Stock Purchase Rights contained
in the Registration Statement on Form 8-A dated December 21, 1987
(File No. 103381), as amended by the Registrant's Form 8 dated June
30, 1989 (File No. 103381), each filed pursuant to the Exchange Act.
In addition, all documents filed by the Registrant with the Commission
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 the securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such
documents with the Commission. Any statement contained in a document
incorporated by reference herein shall 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 incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
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Item 8. EXHIBITS
Exhibit No. Description
4.1 Rights Agreement, dated as of December 17, 1987, between the
Registrant and The Philadelphia National Bank, including the form
of Right Certificate and Summary of Rights to Purchase Common
Stock (incorporated by reference to Exhibit 1 of the
Registrants's Current Report of Form 8-K dated December 17, 1987
(File No. 103381))
4.2 Amendment to Rights Agreement, dated as of June 6, 1989, between
the Registrant and The Philadelphia National Bank (incorporated
by reference to Exhibit 1 to the Registrant's Current Report on
Form 8-K dated June 6, 1989 (File No. 103381))
5 Opinion of Willkie Farr & Gallagher, counsel
to the Registrant, as to the legality of the shares being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5)
24 Power of Attorney (reference is made to the signature page)
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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 Philadelphia,
Commonwealth of Pennsylvania, on this 31st day of July, 1995.
THE PEP BOYS - MANNY, MOE & JACK
By: /s/ Mitchell G. Leibovitz
Mitchell G. Leibovitz
Chairman of the Board,
President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mitchell G. Leibovitz and Michael J.
Holden, and each of them, his true and lawful attorney-in-fact, with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any 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, hereby ratifying and
confirming all that each said attorney-in-facts, 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, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Capacity Date
/s/ Mitchell G. Leibovitz Chairman of the Board, July 31, 1995
Mitchell G. Leibovitz President, Chief
Executive Officer and
Director (Principal
Executive Officer)
/s/ Michael J. Holden Senior Vice President July 31, 1995
Michael J. Holden and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Lennox K. Black Director July 31, 1995
Lennox K. Black
/s/ Pemberton Hutchinson Director July 31, 1995
Pemberton Hutchinson
/s/ Bernard J. Korman Director July 31, 1995
Bernard J. Korman
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/s/ J. Richard Leaman, Jr. Director July 31, 1995
J. Richard Leaman, Jr.
Director _____________
Malcolmn D. Pryor
/s/ Lester Rosenfeld Director July 31, 1995
Lester Rosenfeld
/s/ Benjamin Strauss Director July 31, 1995
Benjamin Strauss
/s/ Myles H. Tanenbaum Director July 31, 1995
Myles H. Tanenbaum
/s/ David V. Wachs Director July 31, 1995
David V. Wachs
91430449
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INDEX TO EXHIBITS
Exhibit No. Description
4.1 Rights Agreement, dated as of December 17, 1987,
between the Registrant and The Philadelphia National
Bank, including the form of Right Certificate and
Summary of Rights to Purchase Common Stock
(incorporated by reference to Exhibit 1 of the
Registrants's Current Report of Form 8-K dated December
17, 1987 (File No. 103381))
4.2 Amendment to Rights Agreement, dated as of June 6,
1989, between the Registrant and The Philadelphia
National Bank (incorporated by reference to Exhibit 1
to the Registrant's Current Report on Form 8-K dated
June 6, 1989 (File No. 103381))
5 Opinion of Willkie Farr & Gallagher, counsel to the
Registrant, as to the legality of the shares being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Willkie Farr & Gallagher (contained in
Exhibit 5)
24 Power of Attorney (reference is made to the signature
page)
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[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
July 31, 1995
The Pep Boys - Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
Ladies and Gentlemen:
We have acted as counsel to The Pep Boys - Manny, Moe & Jack, a
Pennsylvania corporation (the "Registrant"), with respect to the Registrant's
Form S-8 Registration Statement (the "Registration Statement") to be filed by
the Registrant with the Securities and Exchange Commission on or about the
date hereof. The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "Act"), by the Registrant of an
aggregate of 1,500,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), issuable upon exercise of stock options granted or to be
granted under the Registrant's 1990 Stock Incentive Plan (the "Plan").
As counsel for the Registrant, we have examined, among other things,
such federal and state laws and originals and/or copies (certified or
otherwise identified to our satisfaction) of such documents, certificates and
records as we deemed necessary and appropriate for the purpose of preparing
this opinion.
Based on the foregoing, we hereby inform you that in our opinion the
shares of Common Stock have been duly and validly authorized for issuance and,
when issued in accordance with the terms of the Plan for consideration in
excess of $1.00 per share, will be validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as part of the
Registration Statement.
We are members of the Bar of the State of New York and the
Commonwealth of Pennsylvania and do not purport to be experts in the laws of
jurisdictions other than the State of New York, the Commonwealth of
Pennsylvania and the federal laws of the United States of America.
Very truly yours,
/s/ Willkie Farr & Gallagher
91430450
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[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Pep Boys - Manny, Moe & Jack on Form S-8 of our report dated March 20,
1995 appearing in the Annual Report on Form 10-K of The Pep Boys - Manny, Moe
& Jack for the year ended January 28, 1995.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
/s/ Deloitte & Touche
July 27, 1995
91430452
