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As filed with the Securities and Exchange Commission on June 23, 1999.
Registration No. 333-_____
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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
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-0962915
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
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(Address of Principal Executive Offices)
The Pep Boys - Manny, Moe & Jack 1999 Stock Incentive Plan
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Michael J. Holden
Executive Vice President
and Chief Financial Officer
The Pep Boys - Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
(215) 229-9000
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(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Daniel D. Rubino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to be registered(1) maximum maximum regis-
Registered offering aggregate tration
price per offering fee
share (2) price (2)
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Common Stock, par
value $1.00 per 2,000,000 $20.09375 $40,187,500 $11,172.13
share
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Common Stock 2,000,000 $0 $0 $0
Purchase Right
(attached to each
share of Common
Stock)
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(1) Represents the shares of common stock of The Pep Boys - Manny, Moe &
Jack (the "Common Stock") issuable pursuant to The Pep Boys - Manny,
Moe & Jack 1999 Stock Incentive Plan, including attached Common Stock
Purchase Rights.
(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 (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 June 18, 1999.
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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 Pep Boys - Manny, Moe & Jack, a
Pennsylvania corporation (the "Company"), are incorporated by reference into the
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1999, filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended May 1, 1999, filed pursuant to the Exchange Act.
(c) The description of the Company's Common Stock, contained
in the Registration Statement on Form 8-A dated June 10, 1983
(File No. 103381) filed pursuant to the Exchange Act, and the
description of the Company's Common Stock Purchase Rights
contained in the amendment to the Company's Registration
Statement on Form 8-A/A filed on December 19, 1997 (File No.
103381).
In addition, all documents filed by the Company 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.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Laws (the "BCL") contain provisions for
mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with an action or proceeding, whether civil, criminal,
administrative or investigative (other than derivative actions), to which any of
them is a party or is threatened to be made a party by reason of his being a
representative of the corporation or serving at the request of the corporation
as a representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 permits indemnification in derivative actions if
the appropriate standard of conduct is met, except in respect of any claim,
issue or matter as to which the person has been adjudged to be liable to the
corporation unless and only to the extent that the proper court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Under Section 1743, indemnification is mandatory to the extent
that the officer or director has been successful on the merits or otherwise in
defense of any action or proceeding referred to in Section 1741 or 1742.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct and that such determination will be made
(i) by the board of directors by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
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Section 1745 provides that expenses incurred by an officer or
director in defending an action or proceeding may be paid by the corporation in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.
Section 1746 provides generally that the indemnification and
advancement of expenses provided by Subchapter 17D of the BCL (i) will not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office, and (ii) may not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1747 grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against that liability under
Subchapter 17D of the BCL.
Sections 1748 and 1749 extend the indemnification and
advancement of expenses provisions contained in Subchapter 17D of the BCL to
successor corporations in fundamental corporate changes and to representatives
serving as fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, Subchapter 17D of the BCL
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs and personal representative of such person.
Article VII of the Company's Bylaws provides in general that
the Company shall indemnify its officers and directors to the fullest extent
permitted by law. The Bylaws further provide that any alteration, amendment, or
repeal of the indemnification provisions, if not approved by 80% of the Board of
Directors of the Company, requires the affirmative vote of shareholders owning
at least 80% of the outstanding shares entitled to vote.
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The Company maintains liability insurance on behalf of its
directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No. Description of Exhibits
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4 Rights Agreement, dated as of December 5, 1997, between
the Company and First Union National Bank, including the
form of Right Certificate and Summary of Rights to
Purchase Common Stock (incorporated by reference to
Exhibit 4.1 of the Company's Current Report on Form 8-K
dated December 8, 1997 (File No. 103381)).
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney (reference is made to the signature
page).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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;
(iii) to include any material information
with respect to the plan of distribution not
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previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. The undersigned registrant 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
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.
3. 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 Commission 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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
22nd day of June, 1999.
THE PEP BOYS - MANNY, MOE & JACK
By: /s/ Mitchell G. Leibovitz
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Mitchell G. Leibovitz
Chairman of the Board,
President and Chief
Executive Officer
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POWER OF ATTORNEY
Each of the undersigned officers and directors of The Pep Boys
- - Manny, Moe & Jack hereby severally constitutes and appoints Mitchell G.
Leibovitz and Michael J. Holden as the attorney-in-fact for the undersigned, in
any and all capacities, with full power of substitution, to sign any and all
pre- or post-effective amendments to this Registration Statement, any subsequent
Registration Statement for the same offering which may be filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and any and all pre- or
post-effective amendments thereto, and to file the same with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact 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 each said
attorney-in-fact 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 Title Date
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/s/ Mitchell G. Leibovitz
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Mitchell G. Leibovitz Chairman of the Board, June 22, 1999
President, Chief
Executive Officer and
Director (Principal
Executive Officer)
/s/ Michael J. Holden
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Michael J. Holden Executive Vice President June 22, 1999
and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
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/s/ Lennox K. Black
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Lennox K. Black Director June 22, 1999
/s/ Bernard J. Korman
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Bernard J. Korman Director June 22, 1999
/s/ J. Richard Leaman, Jr.
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J. Richard Leaman, Jr. Director June 22, 1999
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Malcolmn D. Pryor Director
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Lester Rosenfeld Director
/s/ Benjamin Strauss
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Benjamin Strauss Director June 22, 1999
/s/ Myles H. Tanenbaum
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Myles H. Tanenbaum Director June 22, 1999
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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23 Consent of Deloitte & Touche LLP
24 Power of Attorney (reference is made to the signature page)
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Pep Boys - Manny, Moe and Jack and subsidiaries on Form S-8 of our report
dated March 18, 1999, appearing in the Annual Report on Form 10-K of The Pep
Boys - Manny, Moe and Jack and Subsidiaries for the year ended January 30, 1999.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
June 18, 1999
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EXHIBIT 24
(Reference is made to the signature page)
