As filed with the Securities and Exchange Commission on
August 10, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAHN AUTOMOTIVE WAREHOUSE, INC.
(Exact name of Registrant as specified in its charter)
New York 16-0467030
(State of incorporation)(I.R.S. EmployerIdentification Number)
415 West Main Street, Rochester, New York 14608
(716) 235-1595
(Address, including zip code and telephone number,
including area code, of Registrant's principal executive offices)
HAHN AUTOMOTIVE WAREHOUSE, INC.
AMENDED AND RESTATED
1992 STOCK OPTION PLAN
(Full Title of the Plan)
Eli N. Futerman
President and Chief Executive Officer
Hahn Automotive Warehouse, Inc.
415 West Main Street, Rochester, New York 14608
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Gordon E. Forth, Esq.
Woods, Oviatt, Gilman, Sturman & Clarke LLP
700 Crossroads Building, Two State Street
Rochester, New York 14614
(716) 987-2800
<PAGE 1>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregated Amount of
to be be price per offering registration
registered registered share price fee
Common 550,000 $1.64 $902,000(2) $251
Stock, par shares (1)
value $.01
per share
(1) Plus such additional number of shares as may be issued
pursuant to the Hahn Automotive Warehouse, Inc. Amended and
Restated 1992 Stock Option in the event of a stock dividend,
stock split, split-up, recapitalization or other similar event.
(2) This proposed maximum offering price per share is equal to
the average of the high and low sale price of a share of common
stock of Hahn Automotive Warehouse, Inc. on August 6, 1999 as
reported on the Nasdaq small market cap system pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended.
<PAGE 2>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form S-8 filed
by Hahn Automotive Warehouse, Inc., with the Securities and
Exchange Commission (File Nos. 33-64100 and 33-81854) pursuant to
the Securities Act of 1933, as amended, including the exhibits
thereto, are incorporated by reference into this Registration
Statement.
<PAGE 3>
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 Rochester, New York, on August 9, 1999.
HAHN AUTOMOTIVE WAREHOUSE, INC.
By: /s/ Peter J. Adamski
Name: Peter J. Adamski
Title: Vice President Finance and Chief Financial
Officer
<PAGE 4>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Hahn Automotive Warehouse, Inc., hereby
severally constitute Eli N. Futerman and Peter J. Adamski, and
each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the registration
statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in
our names and in our capacities as officers and directors to
enable Hahn Automotive Warehouse, Inc.. to comply with the
provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Capacity Date
/s/ Eli N. Futerman President and Chief August 9, 1999
Eli N. Futerman Executive Officer
and Director
/s/ Peter J. Adamski Vice President Finance August 9, 1999
Peter J. Adamski and Chief Financial
Officer
/s/ Mike Futerman Chairman of the Board August 9, 1999
Mike Futerman and Director
/s/ Daniel J. Chessin Executive Vice President, August 9, 1999
Daniel J. Chessin Secretary and Director
/s/ Stephen B. Ashley Director August 9, 1999
Stephen B. Ashley
/s/ William Buckingham Director August 9, 1999
William Buckingham
/s/ Robert I. Israel Director August 9, 1999
Robert I. Israel
/s/ E. Phillip Saunders Director August 9, 1999
E. Phillip Saunders
<PAGE 5>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Woods, Oviatt, Gilman, Sturman & Clarke
LLP as to the legality of the securities being
registered
23.1 Consent of Woods, Oviatt, Gilman, Sturman & Clarke
LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on page 4 of this
registration statement)
<PAGE 6>
EXHIBIT 5.1
WOODS, OVIATT, GILMAN, STURMAN & CLARKE, LLP
700 Crossroads Building
Two State Street
Rochester, New York 14614
August 9, 1999
Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, New York 14608
Gentlemen:
This opinion is furnished in connection with the
registration, pursuant to the Securities Act of 1933, as amended
(the "Act"), of 550,000 shares of common stock, par value $.01
per share (the 'Shares"), of Hahn Automotive Warehouse, Inc., a
New York corporation (the "Company").
In connection with rendering this opinion, we have examined
the Certificate of Incorporation and By-Laws of the Company, each
as amended to date; such records of the corporate proceedings of
the Company as we deemed material; a registration statement on
Form S-8 under the Act relating to the Shares (the "Registration
Statement") and the prospectus contained therein (the
"Prospectus"); the Hahn Automotive Warehouse, Inc. Amended and
Restated 1992 Stock Option Plan; and such other certificates,
receipts, records and documents as we considered necessary for
the purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the
originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts
material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates,
documents, statements and other information of the Company or
representatives or officers thereof.
We are attorneys admitted to practice in State of New York.
We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the laws
of the State of New York.
<PAGE 7>
Hahn Automotive Warehouse, Inc.
August 9, 1999
Page -2-
Based upon the foregoing, we are of the opinion that when
the Shares have been issued and paid for in accordance with the
terms of the Prospectus, the Shares will be validly issued, fully
paid and nonassessable.
The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act and applicable
requirements of state laws regulating the offer and sale of
securities. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ WOODS, OVIATT, GILMAN, STURMAN & CLARKE, LLP
<PAGE 8>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 (File No. 333-64100) of our
report dated November 30, 1998, on our audit of the consolidated
financial statements and financial statement schedule of Hahn
Automotive Warehouse, Inc. and subsidiary as of September 30,
1998, which report is included in the Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Rochester, New York
August 9, 1999
<PAGE 9>
