As filed with the Securities and Exchange Commission on November 13,
1998 Registration Statement No.33-
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DISCOUNT AUTO PARTS, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-1447420
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4900 Frontage Road South
Lakeland, Florida 33815
(941) 687-9226
(Address, including zip code,
of Registrant's principal executive offices)
DISCOUNT AUTO PARTS, INC.
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
(Full title of the plan)
Peter J. Fontaine, Chief Executive Officer
4900 Frontage Road South
Lakeland, Florida 33815
(941) 687-9226
(Name, address, including zip code, and telephone number
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share(1) Aggregate Offering Registration Fee
Price(1)
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock. . . . . . . . 600,000 shs. $24.125 $ 14,475,000.00 $ 4,024.05
</TABLE>
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(1) Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee, based upon the average of the high
and low prices for the common stock reported on the New York Stock
Exchange on November 11, 1998.
<PAGE>
II-3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
This Registration Statement registers additional securities of the same class as
other securities for which a Registration Statement filed on Form S-8 relating
to the Amended and Restated 1995 Stock Option Plan is already effective.
Pursuant to General Instruction E of this form, the contents of the Company's
previous registration statement (Registration Statement No. 33-96326) are
incorporated herein by reference.
Item 8. Exhibits.
Exhibit
Number Description
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Professional Association, as to the legality of the Common Stock
being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, Professional Association
(contained in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (contained in signature page).
<PAGE>
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 Lakeland, State of Florida, on the 13th day of
November, 1998.
Discount Auto Parts, Inc.
By:/s/ Peter J. Fontaine
Peter J. Fontaine, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Discount Auto Parts, Inc., for himself and not for one another,
does hereby constitute and appoint Peter J. Fontaine, William C. Perkins and C.
Michael Moore, and each of them, a true and lawful attorney in his name, place
and stead, in any and all capacities, to sign his name to any and all
amendments, including post-effective amendments, to this registration statement,
with respect to the proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that said attorneys or any one of them shall 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 persons in the
capacities and on the dates indicated.
Signature Date
/s/ Peter J. Fontaine November 13, 1998
Peter J. Fontaine
Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ C. Michael Moore November 13, 1998
C. Michael Moore
Secretary and Chief Financial
Officer (Principal Accounting
Officer)
/s/ William C. Perkins November 13 1998
William C. Perkins
President, Chief Operating
Officer and Director
/s/ Warren Shatzer November 13, 1998
Warren Shatzer
Director
<PAGE>
II-4
/s/ E.E. Wardlow November 13, 1998
E.E. Wardlow
Director
/s/ A. Gordon Tunstall November 13, 1998
A Gordon Tunstall
Director
/s/ David P. Walling November 13, 1998
David P. Walling
Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
Professional Association, as to the legality of the Common Stock
being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &
Mullis, Professional Association
(contained in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (contained in signature page).
<PAGE>
Exhibit 5
<PAGE>
November 12, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Discount Auto Parts, Inc.
Amended and Restated 1995 Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Discount Auto Parts, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the "S-8
Registration Statement") relating to the offering by the Company (the
"Offering") of an additional 600,000 shares of the Company's Common Stock under
the Company's Amended and Restated 1995 Stock Option Plan (the "Plan"). This
opinion is being provided as Exhibit 5 to the S-8 Registration Statement.
In our capacity as counsel to the Company in connection with the S-8
Registration Statement and the Offering, we have examined and are familiar with:
(1) the Company's Articles of Incorporation and Bylaws, each as currently in
effect, (2) the Plan, (3) the S-8 Registration Statement and (4) such other
corporate records and documents and instruments as in our opinion are necessary
or relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other exact copies.
We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the federal laws of the United States of America.
Based upon and in reliance on the foregoing, we are of the opinion that:
<PAGE>
1. The Company is a validly existing corporation under the laws of the
State of Florida and its status is active.
2. The Plan has been duly and legally authorized by all required
corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become effective
in accordance with the Securities Act of 1933, as amended;
b. the options covering shares of Common Stock shall have
been granted and exercised as contemplated in the Plan;
c. the consideration specified in the Plan and the instrument
of grant covering options granted under the Plan shall
have been received; and
d. the certificates representing such shares shall have been
duly executed, counter-signed and issued by or on behalf
of the Company,
the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.
This firm hereby consents to the filing of this opinion as an Exhibit to
the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By: /s/ Gary I. Teblum
Gary I. Teblum
<PAGE>
Exhibit 23.2
<PAGE>
Exhibit 23.2
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Discount Auto Parts, Inc. Amended and Restated 1995 Stock
Option Plan, of our report dated July 6, 1998, with respect to the financial
statements of Discount Auto Parts, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended June 2, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Tampa, Florida
November 12, 1998
