SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
Nevada 62-1482048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 South Front Street
Memphis, Tennessee 38103
(Address of Principal Executive Offices)(Zip Code)
AUTOZONE, INC. AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Harry L. Goldsmith
Secretary
123 South Front Street
Memphis, Tennessee 38103
(Name and address of agent for service of process)
(901) 495-6500
(Telephone number, including area code,
of agent for service of process)
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Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE OFFERING
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER PRICE (1) AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 1,800,000 $28.28125 $50,906,250 $15,017.34
$.01 par value
- ---------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average of the
high and low price for shares of the Registrant's Common Stock as reported on
the New York Stock Exchange, Inc. composite tape on December 18, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registration Statement on Form S-8 (No. 33-41308) previously filed
with the Securities and Exchange Commission on June 20, 1991, as amended by
Post-Effective Amendment No. 1, dated December 23, 1991, is hereby incorporated
by reference.
On October 21, 1997, the Board of Directors of the Registrant approved
the Amended and Restated Employee Stock Purchase Plan (the "Plan") which
increased the number of shares of Common Stock, $.01 par value, issuable under
the Plan from 1,200,000 to 3,000,000. The Plan was approved by the Stockholders
of the Registrant on December 18, 1997. This Registration Statement is being
filed to reflect the additional 1,800,000 shares to be issued under the Plan,
as amended and restated.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the shares of Common Stock
offered hereby have been passed upon for the Company by Harry L. Goldsmith,
General Counsel, Senior Vice President and Secretary of the Company. Mr.
Goldsmith is an owner of Common Stock of the Company, has received options to
purchase additional Common Stock, and will be eligible to participate in the
Plan being registered hereunder.
Item 8. Exhibits
4.1 AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan.
Incorporated by reference to Exhibit A to the definitive Proxy
Statement dated October 29, 1997, filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the Securities
Exchange Act of 1934.
5.1 Opinion of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
(included in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (incorporated in the Signature Page).
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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 Memphis, State of Tennessee, on December 19,
1997.
AUTOZONE, INC.
By: /s/ J.C. ADAMS, JR.
-----------------------------------
J.C. Adams, Jr.
Chairman, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Hunt, Harry L. Goldsmith and Donald R.
Rawlins, and each of them, his true and lawful attorneys-in-fact and agents,
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
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 in
and about the premises, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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 person in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ J.C. ADAMS, JR. Chairman, Chief Executive Officer, December 18, 1997
- --------------------------- and Director
J.C. Adams, Jr. (Principal Executive Officer)
/s/ TIMOTHY D. VARGO President, Chief Operating Officer, December 18, 1997
- ---------------------------- and Director
Timothy D. Vargo
/s/ ROBERT J. HUNT Executive Vice President, Chief December 18, 1997
- ---------------------------- Financial Officer and Director
Robert J. Hunt (Principal Financial Officer)
/s/ MICHAEL E. BUTTERICK Vice President and Controller December 18, 1997
- ---------------------------- (Principal Accounting Officer)
Michael E. Butterick
/s/ ANDREW M. CLARKSON Director December 18, 1997
- ----------------------------
Andrew M. Clarkson
/s/ N. GERRY HOUSE Director December 18, 1997
- ----------------------------
N. Gerry House
/s/ J.R. HYDE, III Director December 18, 1997
- ----------------------------
J.R. Hyde, III
/s/ JAMES F. KEEGAN Director December 18, 1997
- ----------------------------
James F. Keegan
- ---------------------------- Director
Michael W. Michelson
/s/ JOHN E. MOLL Director December 18, 1997
- ----------------------------
John E. Moll
- ---------------------------- Director
George R. Roberts
/s/ RONALD A. TERRY Director December 18, 1997
- ----------------------------
Ronald A. Terry
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<PAGE>
EXHIBIT INDEX
4.1 AutoZone, Inc. Amended and Restated Employee Stock Purchase Plan.
Incorporated by reference to Exhibit A to the definitive Proxy
Statement dated October 29, 1997, filed with the Securities and
Exchange Commission pursuant to Regulation 14A of the Securities
Exchange Act of 1934.
5.1 Opinion of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Harry L. Goldsmith, General Counsel of AutoZone, Inc.
(included in the opinion filed as Exhibit 5.1).
24.1 Power of Attorney (incorporated in the Signature Page).
EXHIBIT 5.1
AUTOZONE, INC.
123 South Front Street
Memphis, Tennessee 38103
December 19, 1997
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 38103
RE: AutoZone, Inc., Common Stock
par value $.01 per share
Ladies and Gentlemen:
I have examined or have caused persons under my supervision to examine the
Registration Statement on Form S-8 (the "Registration Statement") which
AutoZone, Inc. (the "Company") intends to file with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of 1,800,000 shares of Common Stock, $.01 par value (the
"Shares"), which are to be offered under the AutoZone, Inc. Amended and
Restated Employee Stock Purchase Plan (the "Plan"). I am familiar with the
proceedings taken and to be taken in connection with the authorization ,
issuance and sale of the Shares. Additionally, I have examined such questions
of law and fact as I have considered necessary or appropriate for purposes of
this opinion.
Based upon the foregoing and the proceedings to be taken by the Company as
referred to above, I am of the opinion that the Shares to be issued under the
Plan have been duly authorized, and upon the issuance of Shares under the terms
of the Plan (assuming that, at the time of such issuance, the company has a
sufficient number of authorized and unissued shares available therefor), such
Shares will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/ Harry L. Goldsmith
Harry L. Goldsmith
Senior Vice President,
Secretary & General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement pertaining to the AutoZone, Inc. Amended and Restated Employee
Stock Purchase Plan of our reports dated September 19, 1997, with respect
to the consolidated financial statements of AutoZone, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended August
30, 1997 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
Memphis, Tennessee /s/ Ernst & Young LLP
December 17, 1997
