AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
O'Reilly Automotive, Inc.
(Exact name of registrant as specified in its charter)
Missouri 44-0618012
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 South Patterson
Springfield, Missouri 65802
(Address of Principal Executive Offices) (Zip Code)
O'Reilly Automotive, Inc. Director Stock Option Plan
O'Reilly Automotive, Inc. 1993 Stock Option Plan
(Full title of each of the Plans)
David E. O'Reilly
President and Chief Executive Officer
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802
(Name and address of agent for service)
(417) 862-6708
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate amount of
to be to be price offering registra-
registered registered(1) per share(2) price tion fee
- ---------- ---------- --------- ----------- --------
Common Stock 1,050,000 $ 29.50 $30,975,000 $9,137.63
$.01 par
(1) Represents the additional number of shares (1,000,000) available for
issuance under the O'Reilly Automotive, Inc. 1993 Stock Option Plan for
which previous registration statements on Form S-8 (Reg. Nos. 33-61632
and 33-91022) were filed with the Securities and Exchange Commission on
April 27, 1993 and April 7, 1995, respectively and the additional
number of shares (50,000) available for issuance under the O'Reilly
Automotive, Inc. Director Stock Option Plan, for which a registration
statement on Form S-8 (Reg. No. 33-61632) was filed with the Securities
and Exchange Commission on April 27, 1993.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 and is based upon the average of the high and
low prices per share of the Registrant's Common Stock as reported by the
National Association of Securities Dealers Automated Quotation National
Market System on September 10, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange
Commission (the "Commission") on April 27, 1993 and April 7, 1995, registration
statements on Form S-8 (Registration Nos. 33-61632 and 91022, respectively)
relating to securities offered under the O'Reilly Automotive, Inc. 1993 Stock
Option Plan and the O'Reilly Automotive, Inc. Director Stock Option Plan. The
contents of such previously filed registration statements on Form S-8, including
exhibits thereto, are incorporated herein by reference, except to the extent
superseded or modified by the specific information set forth below or the
specific exhibits attached hereto.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The description of the Registrant's common stock which is contained
in the Registrant's Registration Statement on Form S-1 (File No. 33-58948) filed
on March 2, 1993, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such 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 filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing hereof shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
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 in any other subsequently filed document which also is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
Exhibit
Number Description
4.1 Amendment to the O'Reilly Automotive, Inc. Director Stock Option Plan
previously filed on Form 10-Q for the quarter ended March 31, 1998,
dated May 15, 1998 as Exhibit 10.22 and incorporated herein by
reference.
4.2 Amendment to the O'Reilly Automotive, Inc. 1993 Stock Option Plan
previously filed on Form 10-Q for the quarter ended March 31, 1998,
dated May 15, 1998 as Exhibit 10.21 and incorporated herein by
reference.
5.1 Opinion of Gallop, Johnson & Neuman, L.C. filed herewith.
23.1 Consent of Ernst & Young LLP filed herewith.
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5.1).
24 Power of Attorney (included on signature page of the registration
statement).
<PAGE>
SIGNATURES
The Registrant. 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 Springfield, state of Missouri, on September 7,
1998.
O'REILLY AUTOMOTIVE, INC.
By: /s/ David E. O'Reilly
David E. O'Reilly
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of O'Reilly Automotive, Inc.,
hereby severally and individually constitute and appoint David E. O'Reilly,
Lawrence P. O'Reilly and Robert H. Wexler and each of them, the true and lawful
attorneys and agents of each of us to execute in the name, place and stead of
each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the other and to have full power and authority
to do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and
instruments.
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.
Name Title Date
---- ----- ----
/s/ David E. O'Reilly President, Chief Executive September 7, 1998
David E. O'Reilly Officer and Director
(principal executive officer)
/s/ James R. Batten Vice-President of Finance and September 7, 1998
James R. Batten Chief Financial Officer
(principal financial officer)
/s/ Lawrence P. O'Reilly President, Chief Operating September 7, 1998
Lawrence P. O'Reilly Officer and Director
/s/ Charles H. O'Reilly, Jr. Chairman of the Board September 7, 1998
Charles H. O'Reilly, Jr. and Director
/s/ Charles H. O'Reilly, Sr. Chairman Emeritus and September 7, 1998
Charles H. O'Reilly, Sr. Director
/s/ Rosalie O'Reilly Wooten Executive Vice President September 7, 1998
Rosalie O'Reilly Wooten and Director
/s/ Joe C. Greene Director September 7, 1998
Joe C. Greene
/s/ Jay D. Burchfield Director September 7, 1998
Jay D. Burchfield
/s/ Chris T. Stange Director of Accounting/ September 7, 1998
Chris T. Stange Controller
(principal accounting officer)
<PAGE>
FORM S-8
O'REILLY AUTOMOTIVE INC.
EXHIBIT INDEX
Exhibit
Number Description Page
-------- ----------- ----
4.1 Amendment to the O'Reilly Automotive, Inc.
Director Stock Option Plan.........................
4.2 Amendment to the O'Reilly Automotive, Inc.
1993 Stock Option Plan.............................
5.1 Opinion of Gallop, Johnson & Neuman, L.C...........
23.1 Consent of Ernst & Young LLP.......................
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1)..........................
24 Power of Attorney (included on signature page
of the registration statement).....................
September 10, 1998
Board of Directors
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802
Re: Registration Statement on Form S-8
O'Reilly Automotive, Inc. Director Stock Option Plan
O'Reilly Automotive, Inc. 1993 Stock Option Plan
Ladies and Gentlemen:
We have served as counsel to O'Reilly Automotive, Inc. (the "Company")
in connection with the various legal matters relating to the filing of a
registration statement on Form S-8 (the "Registration Statement") filed under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, relating to a total of 1,050,000 shares of common stock
of the Company, par value $.01 per share (the "Shares"), that may be offered and
sold through the O'Reilly Automotive, Inc. Director Stock Option Plan and the
O'Reilly Automotive, Inc. 1993 Stock Option Plan (collectively, the "Plans").
We have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Restated Certificate of Incorporation, as amended, and Bylaws, as amended, the
Plans, certain resolutions adopted by the Board of Directors of the Company
relating to the Plans and certificates received from state officials and from
officers of the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies, and the correctness of all
statements submitted to us by officers of the Company.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Missouri.
2. All Shares issued under the Plans, if issued in accordance with
the Plans, will be validly issued and outstanding and will be
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and sale of the
Shares pursuant to the Plans.
Very truly yours,
/s/ Gallop, Johnson & Neuman, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-________) pertaining to the Director Stock Option Plan and the 1993
Stock Option Plan of O'Reilly Automotive, Inc. of our report dated February 16,
1998, with respect to the consolidated financial statements of O'Reilly
Automotive, Inc. incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
September 9, 1998
