AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
HI-LO AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0232254
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2575 WEST BELLFORT
HOUSTON, TEXAS 77054
(Address of principal executive offices, including zip code)
--------------------
HI-LO AUTOMOTIVE, INC. 1990 STOCK OPTION PLAN
(Full title of the plan)
K. GRANT HUTCHINS
VICE PRESIDENT AND GENERAL COUNSEL
2575 WEST BELLFORT
HOUSTON, TEXAS 77054
(Name and address of agent for service)
(713) 663-9286
(Telephone number, including area code, of agent for service)
copy to: Jeffery B. Floyd
Vinson & Elkins L.L.P.
2500 First City Tower
Houston, Texas 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Titles of Proposed Maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per unit* offering price* Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 300,000 $ 6.893 $2,067,975 $1,034
======================================================================================================================
</TABLE>
* Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the exercise price of options,
to the extent known, and otherwise on the price of securities of the same
class, as determined in accordance with Rule 457(c), using the high and low
prices reported on the New York Stock Exchange on May 10, 1996.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENT BY REFERENCE.
The following, which has been filed with the Securities and Exchange
Commission (the "Commission") by Hi-Lo Automotive, Inc., a Delaware corporation
(the "Company"), is incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; and
(c) Description of the Common Stock contained in the Registration Statement
on Form 8-A filed on April 8, 1991 (Registration No. 0-19142).
All documents filed subsequent to the effective date of this Registration
Statement by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby 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 herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company, as amended, limits the
liability of directors of the Company to the Company and its stockholders (in
their capacity as directors but not in their capacity as officers) for monetary
damages for breach of their fiduciary duty to the fullest extent permitted by
Delaware law. Specifically, Delaware law provides that directors of the Company
will not be personally liable for monetary damages for breach of their fiduciary
duty as directors, except for liability resulting from (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful payments of dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware General Corporation
Law or (iv) any transaction from which the director derived an improper personal
benefit.
The Company has authority under Section 145 of the General Corporation Law
of the State of Delaware to indemnify its officers, directors, employees and
agents to the extent provided in such statute. Article VI of the Company's
Bylaws provides for indemnification of the Company's officers, directors,
employees and agents. Article VI of the Company's Bylaws also provides that the
Company may maintain insurance, at its expense, to protect itself and any of its
directors, officers, employees or agents or any person serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other
-2-
enterprise, against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- Hi-Lo Automotive, Inc. 1990 Stock Option Plan, as amended and
restated through December 8, 1992 and Amendment to Hi-Lo 1990 Stock
Option Plan dated January 25, 1993 (Incorporated by reference to
Exhibit 10.2 to the Company's current report on Form 8-K dated January
25, 1993 (File No. 1-10823)); and 1995 Amendment to Hi-Lo Stock Option
Plan dated February 10, 1995 (Incorporated by reference to Exhibit 10.2
to the Company's Annual Report on Form 10-K for the year ended December
31, 1994). . 4.2 -- Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-1 of
the Company (File No. 33-39778)).
4.3 -- Amended and Restated Certificate of Incorporation of the Company
dated May 5, 1991, and filed with the Secretary of State of the State
of Delaware on May 13, 1991 (Incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1991 (File No. 0-19142)).
4.4 -- Bylaws of the Company, as amended (Incorporated by reference to
Exhibit 3.4 to the Registration Statement on Form S-1 of the Company
(File No. 33-39778)).
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).
24 -- Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Company 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;
-3-
(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 previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(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.
(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 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.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Company'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 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in
the 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
persons of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling persons 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 Act and will be governed by the final adjudication of such issue.
-4-
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 Houston, State of Texas, on the 6th day of June,
1996.
HI-LO AUTOMOTIVE, INC.
By: /s/ T. MICHAEL YOUNG
T. Michael Young
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. MICHAEL YOUNG Chairman, President, Chief June 6, 1996
- ------------------------------------- Executive Officer and Director
T. Michael Young (Principal Executive Officer)
/s/ GARY D. WALTHER Vice President -- Finance and Chief June 6, 1996
- -------------------------------------- Financial Officer
Gary D. Walther (Principal Financial Officer)
/s/ RICHARD C. ADKERSON*
- -------------------------------------- Director June 6, 1996
Richard C. Adkerson
/s/ RICHARD Q. ARMSTRONG*
- -------------------------------------- Director June 6, 1996
Richard Q. Armstrong
/s/ CHARLES P. DURKIN, JR.*
- -------------------------------------- Director June 6, 1996
Charles P. Durkin, Jr.
/s/ E. JAMES LOWREY*
- -------------------------------------- Director June 6, 1996
E. James Lowrey
/s/ EDWARD T. STORY*
- -------------------------------------- Director June 6, 1996
Edward T. Story
*By: /s/ T. MICHAEL YOUNG June 6, 1996
----------------------------------
T. Michael Young
Attorney-in-Fact
</TABLE>
-5-
EXHIBIT INDEX
4.1 -- Hi-Lo Automotive, Inc. 1990 Stock Option Plan, as amended and
restated through December 8, 1992 and Amendment to Hi-Lo 1990 Stock
Option Plan dated January 25, 1993 (Incorporated by reference to
Exhibit 10.2 to the Company's current report on Form 8-K dated January
25, 1993 (File No. 1-10823)); and 1995 Amendment to Hi-Lo Stock Option
Plan dated February 10, 1995 (Incorporated by reference to Exhibit 10.2
to the Company's Annual Report on Form 10-K for the year ended December
31, 1994).
4.2 -- Specimen Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-1 of the Company
(File No. 33-39778)).
4.3 -- Amended and Restated Certificate of Incorporation of the Company
dated May 5, 1991, and filed with the Secretary of State of the State
of Delaware on May 13, 1991 (Incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1991 (File No. 0-19142)).
4.4 -- Bylaws of the Company, as amended (Incorporated by reference to
Exhibit 3.4 to the Registration Statement on Form S-1 of the Company
(File No. 33-39778)).
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Vinson & Elkins (Contained in Exhibit 5.1).
24 -- Powers of Attorney.
-6-
EXHIBIT 5.1
[Vinson & Elkins Letterhead]
WRITER'S TELEPHONE WRITER'S FAX
(713) 758-2222 (713) 758-2346
June 3, 1996
Hi-Lo Automotive, Inc.
2575 West Bellfort
Houston, Texas 77054
Gentlemen:
We have acted as counsel for Hi-Lo Automotive, Inc., a Delaware
corporation (the "Company") in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"), relating to the issuance of up to 300,000
shares of the Company's Common Stock, $.01 par value per share (the "Shares"),
which may be issued under the Hi-Lo Automotive, Inc. 1990 Stock Plan, as amended
(the "Plan").
In connection with the opinion expressed herein, we have examined such
certificates, instruments and documents and reviewed such questions of law as we
have considered necessary or appropriate. In rendering this opinion we have
relied, as to factual matters, on such certificates and other communications of
public officials and officers of the Company as we have deemed necessary or
appropriate.
Based upon the foregoing examination and review, we are of the opinion
that the Shares to be issued pursuant to the Plan, have been duly authorized for
issuance and, when (a) the Registration Statement has become effective under the
Act, (b) the pertinent provisions of any state securities laws, as may be
applicable, have been complied with, and (c) the Shares are issued in accordance
with the terms of the Plan, such Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Vinson & Elkins, L.L.P.
VINSON & ELKINS L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 21, 1996,
included in Hi-Lo Automotive, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1995, and to all references to our Firm included in this
registration statement.
Houston, Texas
June 6, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Hi-Lo Automotive, Inc., a Delaware corporation (the "Company"), does
hereby appoint T. Michael Young and K. Grant Hutchins, and each of them
severally, with full power of substitution, his true and lawful attorney-in-fact
and agent (with full power and authority to act alone), to do any and all acts
and things and to execute any and all instruments which said attorney-in-fact
and agent or any of them may deem necessary or advisable to enable the Company
to comply with requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, as well as any rules, regulations and
requirements of any other regulatory authority, whether federal, state or
otherwise, in connection with the filing under the Act of the Company's
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein
(collectively, the "Registration Statement"), relating to the periodic offering
and sale of up to an aggregate of 300,000 shares of Common Stock, $.01 par
value, of the Company pursuant to the Hi-Lo Automotive, Inc. 1990 Stock Option
Plan, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to the
Registration Statement filed with the Commission and to any instruments or
documents filed as a part of, as an exhibit to, or in connection with said
Registration Statement; and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorney-in-fact and agent, and each of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14th day of May, 1996.
/s/ Richard C. Adkerson
SIGNATURE
Richard C. Adkerson
PLEASE PRINT FULL NAME
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Hi-Lo Automotive, Inc., a Delaware corporation (the "Company"), does
hereby appoint T. Michael Young and K. Grant Hutchins, and each of them
severally, with full power of substitution, his true and lawful attorney-in-fact
and agent (with full power and authority to act alone), to do any and all acts
and things and to execute any and all instruments which said attorney-in-fact
and agent or any of them may deem necessary or advisable to enable the Company
to comply with requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, as well as any rules, regulations and
requirements of any other regulatory authority, whether federal, state or
otherwise, in connection with the filing under the Act of the Company's
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein
(collectively, the "Registration Statement"), relating to the periodic offering
and sale of up to an aggregate of 300,000 shares of Common Stock, $.01 par
value, of the Company pursuant to the Hi-Lo Automotive, Inc. 1990 Stock Option
Plan, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to the
Registration Statement filed with the Commission and to any instruments or
documents filed as a part of, as an exhibit to, or in connection with said
Registration Statement; and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorney-in-fact and agent, and each of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14th day of May, 1996.
/s/ Richard Q. Armstrong
SIGNATURE
Richard Q. Armstrong
PLEASE PRINT FULL NAME
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Hi-Lo Automotive, Inc., a Delaware corporation (the "Company"), does
hereby appoint T. Michael Young and K. Grant Hutchins, and each of them
severally, with full power of substitution, his true and lawful attorney-in-fact
and agent (with full power and authority to act alone), to do any and all acts
and things and to execute any and all instruments which said attorney-in-fact
and agent or any of them may deem necessary or advisable to enable the Company
to comply with requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, as well as any rules, regulations and
requirements of any other regulatory authority, whether federal, state or
otherwise, in connection with the filing under the Act of the Company's
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein
(collectively, the "Registration Statement"), relating to the periodic offering
and sale of up to an aggregate of 300,000 shares of Common Stock, $.01 par
value, of the Company pursuant to the Hi-Lo Automotive, Inc. 1990 Stock Option
Plan, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to the
Registration Statement filed with the Commission and to any instruments or
documents filed as a part of, as an exhibit to, or in connection with said
Registration Statement; and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorney-in-fact and agent, and each of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14th day of May, 1996.
/s/ Charles P. Durkin, Jr.
SIGNATURE
Charles P. Durkin
PLEASE PRINT FULL NAME
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Hi-Lo Automotive, Inc., a Delaware corporation (the "Company"), does
hereby appoint T. Michael Young and K. Grant Hutchins, and each of them
severally, with full power of substitution, his true and lawful attorney-in-fact
and agent (with full power and authority to act alone), to do any and all acts
and things and to execute any and all instruments which said attorney-in-fact
and agent or any of them may deem necessary or advisable to enable the Company
to comply with requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, as well as any rules, regulations and
requirements of any other regulatory authority, whether federal, state or
otherwise, in connection with the filing under the Act of the Company's
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein
(collectively, the "Registration Statement"), relating to the periodic offering
and sale of up to an aggregate of 300,000 shares of Common Stock, $.01 par
value, of the Company pursuant to the Hi-Lo Automotive, Inc. 1990 Stock Option
Plan, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to the
Registration Statement filed with the Commission and to any instruments or
documents filed as a part of, as an exhibit to, or in connection with said
Registration Statement; and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorney-in-fact and agent, and each of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14th day of May, 1996.
/s/ E. James Lowrey
SIGNATURE
E. James Lowrey
PLEASE PRINT FULL NAME
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of Hi-Lo Automotive, Inc., a Delaware corporation (the "Company"), does
hereby appoint T. Michael Young and K. Grant Hutchins, and each of them
severally, with full power of substitution, his true and lawful attorney-in-fact
and agent (with full power and authority to act alone), to do any and all acts
and things and to execute any and all instruments which said attorney-in-fact
and agent or any of them may deem necessary or advisable to enable the Company
to comply with requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, as well as any rules, regulations and
requirements of any other regulatory authority, whether federal, state or
otherwise, in connection with the filing under the Act of the Company's
Registration Statement on Form S-8, including all amendments and post-effective
amendments thereto or supplements to the Prospectus contained therein
(collectively, the "Registration Statement"), relating to the periodic offering
and sale of up to an aggregate of 300,000 shares of Common Stock, $.01 par
value, of the Company pursuant to the Hi-Lo Automotive, Inc. 1990 Stock Option
Plan, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as officer and/or director of the Company to the
Registration Statement filed with the Commission and to any instruments or
documents filed as a part of, as an exhibit to, or in connection with said
Registration Statement; and the undersigned does hereby ratify and confirm as
his own act and deed all that said attorney-in-fact and agent, and each of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14th day of May, 1996.
/s/ Edward T. Story, Jr.
SIGNATURE
Edward T. Story, Jr.
PLEASE PRINT FULL NAME
