AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SONIC AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-2010790
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5401 EAST INDEPENDENCE BOULEVARD
P.O. BOX 18747
CHARLOTTE, NORTH CAROLINA 28212
(Address of Principal Executive Offices) (Zip Code)
FIRSTAMERICA AUTOMOTIVE, INC. 1997 STOCK OPTION PLAN
AMENDED AND RESTATED AS OF DECEMBER 10, 1999
(Full Title of Plan)
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MR. O. BRUTON SMITH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SONIC AUTOMOTIVE, INC.
5401 E. INDEPENDENCE BOULEVARD
P.O. BOX 18747
CHARLOTTE, NORTH CAROLINA 28212
(704) 532-3320
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
COPIES TO:
GARY C. IVEY, ESQ.
PARKER, POE, ADAMS & BERNSTEIN L.L.P.
2500 CHARLOTTE PLAZA, CHARLOTTE, NORTH CAROLINA 28244
TELEPHONE (704) 372-9000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
TO BE TO BE OFFERING PRICE AGGREGATE OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
Class A Common Stock, 546,977 $ 10.23(1) $5,595,575 $1,500
par value $0.01 per share 419,983 8.41 (2) 3,532,057 $1,000
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Total 966,960 $9,127,632 $2,500
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933 and based on
the exercise prices of options ($2.85 per share for 126,779 shares, $6.21
per share for 29,008 shares, $12.41 per share for 110,493 shares and
$13.12 per share for 280,697 shares) to purchase shares of the
Registrant's Class A common stock granted to date.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon
the average of the highest and lowest prices of the Registrant's Class A
common stock reported on the New York Stock Exchange -- Composite
Transactions Tape on January 27, 2000, which prices were $8.50 and $8.31,
respectively.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Sonic Automotive, Inc. ("Sonic" or
"Registrant") are incorporated herein by reference:
(i) Sonic's Annual Report on Form 10-K for its fiscal year ended
December 31, 1998 (File No. 1-13395);
(ii) Sonic's Quarterly Report on Form 10-Q for its fiscal quarter ended
March 31, 1999;
(iii) Sonic's Quarterly Report on Form 10-Q for its fiscal quarter
ended June 30, 1999;
(iv) Sonic's Quarterly Report on Form 10-Q for its fiscal quarter ended
September 30, 1999;
(v) Sonic's Current Report on Form 8-K dated November 19, 1999
(Manhattan and Freeland acquisitions);
(vi) Sonic's Current Report on Form 8-K dated November 19, 1999
(Press Release relating to stock repurchase);
(vii) Sonic's Current Report on Form 8-K dated December 22, 1999
(FirstAmerica acquisition); and
(viii) Sonic's Current Report on Form 8-K/A dated January 18, 2000
(Manhattan and Freeland acquisitions);
(ix) Sonic's Current Report on Form 8-K/A dated January 27, 2000
(FirstAmerica acquisition);
(x) The combined financial statements of Williams Automotive Group, the
financial statements of Economy Cars, Inc., the financial statements of Global
Imports, Inc., the combined financial statements of Newsome Automotive Group,
the combined financial statements of Lloyd Automotive Group and the financial
statements of Lute Riley Motors, Inc., included in Sonic's Registration
Statement on Form S-3 (Registration No. 333-71803);
(xi) The combined financial statements of Hatfield Automotive Group,
the financial statements of Casa Ford of Houston, Inc. and the combined
financial statements of Higginbotham Automotive Group, included in Sonic's
Registration Statement on Form S-4 (Registration Nos. 333-64397 and
333-64397-001 through 333-64397-044); and
(xii) The description of Sonic's Class A common stock contained in
Sonic's Registration Statement on Form 8-A, as amended, filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents filed by Sonic pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment 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 into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which is
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, except as so modified or superceded, to
constitute a part of this Registration Statement.
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Sonic's Bylaws effectively provide that Sonic shall, to the full extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 145"), indemnify all persons
whom it may indemnify pursuant thereto. In addition, Sonic's Certificate of
Incorporation eliminates personal liability of its directors to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of the State of
Delaware, as amended from time to time ("Section 102(b)(7)").
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant officers or directors are reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for willful or
negligent conduct in paying dividends or repurchasing stock out of other than
lawfully available funds, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision shall eliminate or
limit the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.
Sonic maintains insurance against liabilities under the Securities Act for
the benefit of its officers and directors.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 FirstAmerica Automotive, Inc. 1997 Stock Option Plan Amended and Restated as of December 10,
1999.
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the legality of securities registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (contained on the signature page to this Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement 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;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
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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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant 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
Securities Act and will be governed by the final adjudication of such issue.
[Signatures begin on next page]
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Charlotte, State of North Carolina, on
January 31, 2000.
SONIC AUTOMOTIVE, INC.
By: /S/ O. BRUTON SMITH
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O. BRUTON SMITH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
We, the undersigned directors and officers of Sonic Automotive, Inc., do
hereby constitute and appoint Messrs. O. Bruton Smith, Bryan Scott Smith, and
Theodore M. Wright, each with full power of substitution, our true and lawful
attorney-in-fact and agent to do any and all acts and things in our names and
in our behalf in our capacities stated below, which acts and things any of them
may deem necessary or advisable to enable Sonic Automotive, Inc. to comply with
the Securities Act, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for any and all of us in our names, in the capacities stated below, any
and all amendments (including post-effective amendments) hereto and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission; and we do hereby ratify and confirm all that they shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
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/S/ O. BRUTON SMITH Chief Executive Officer (Principle January 31, 2000
---------------------------------- Executive Officer) and Chairman
O. BRUTON SMITH
/S/ THOMAS A. PRICE Vice Chairman and Director January 31, 2000
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THOMAS A. PRICE
/S/ B. SCOTT SMITH President, Chief Operating Officer and January 31, 2000
---------------------------------- Director
B. SCOTT SMITH
/S/ THEODORE M. WRIGHT Chief Financial Officer, Vice President- January 31, 2000
---------------------------------- Finance, Treasurer, Secretary
THEODORE M. WRIGHT (Principle Financial and Accounting
Officer) and Director
/S/ JEFFREY C. RACHOR Executive Vice President of Retail January 31, 2000
---------------------------------- Operations and Director
JEFFREY C. RACHOR
/S/ WILLIAM R. BROOKS Director January 31, 2000
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WILLIAM R. BROOKS
/S/ WILLIAM P. BENTON Director January 31, 2000
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WILLIAM P. BENTON
/S/ WILLIAM I. BELK Director January 31, 2000
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WILLIAM I. BELK
/S/ H. ROBERT HELLER Director January 31, 2000
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H. ROBERT HELLER
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 FirstAmerica Automotive, Inc. 1997 Stock Option Plan Amended and Restated as of December 10,
1999.
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the legality of securities registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (contained on the signature page to this Registration Statement).