As filed Electronically with the Securities and Exchange Commission on April 1, 1998 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 25049 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SONIC AUTOMOTIVE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 56-2010790 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 5401 E. INDEPENDENCE BOULEVARD CHARLOTTE, NORTH CAROLINA 28212 (Address of Principal Executive Offices) (Zip Code) SONIC AUTOMOTIVE, INC. EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) 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: PETER J. SHEA, ESQ. PARKER, POE, ADAMS & BERNSTEIN L.L.P. 2500 CHARLOTTE PLAZA CHARLOTTE, NORTH CAROLINA 28244 TELEPHONE (704) 372-9000
CALCULATION OF REGISTRATION FEE - ---------------------- -------------------- --------------------- --------------------- -------------------- Title of Amount Proposed Maximum Proposed Maximum Amount Securities to be Offering Price Aggregate Offering of to be Registered Per Share Price Registration Fee Registered - ---------------------- -------------------- --------------------- --------------------- -------------------- Common Stock, par 300,000 $16.28 $4,884,000 1,441.00 value $0.01 per share - ---------------------- -------------------- --------------------- --------------------- --------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuent to Rule 457 (h) under the Securities Act of 1933, based upon the average of the high and low prices of the Registrant's Common Stock reported on the New York Stock Exchange on March 25, 1998, which prices were $16.625 and $15.9375 respectively. 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 Rule 428(b)(1) of the Securities and Exchange Commission (the "Commission") . 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 hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents of Sonic Automotive, Inc. (the "Registrant") have been filed with the Commission and are hereby incorporated in this Registration Statement by reference: (i) the Company's Annual Report on Form 10-K for its fiscal year ended December 31,1997 (File No.1-13395); (ii) the Company's Current Report on Form 8-K, dated March 30,1998; (iii) the description of the Common Stock contained in the Company's Registration Statement on Form 8-A, as amended, filed with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") All documents subsequently filed by the Registrant pursuant to sections 13(a), 13(c), 14 or 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 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 2 statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. Item 4. Description of Securities Not Applicable Item 5. Interests on Named Experts and Counsel Not Applicable Item 6. Indemnification of Officers and Directors The Registrant's Bylaws effectively provide that the Registrant 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, the Registrant'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 attorney's fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any actions, 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 interest 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. The Company maintains insurance against liabilities under the Act for the benefit of its officers and directors. 3 Item 7. Exemption from Registration Claimed Not Applicable Item 8. Exhibits
Exhibit Number Description ------ ----------- 4.1* Sonic Automotive, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1 (File No. 333-33295) of the Company). 4.2 Form of the Employee Stock Purchase Option Agreement and Grant Pursuant to the Plan. 5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the legality of the securities registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Parker, Poe, Adams & Bernstein LLP (included in Exhibit 5.1 to this Registration Statement). 24 Power of Attorney (included on the signiture page to this Registration Statement). - ---------------------- * Filed Previously
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 the Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (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; and (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; 4 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant 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, 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 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 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 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 Act and will be governed by the final adjudication of such issue. [Signatures begin on next page] 5 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 Charlotte, State of North Carolina, on March 31, 1998. SONIC AUTOMOTIVE, INC. BY:/s/Theodore M. Wright --------------------------------------------------- Theodore M. Wright, Chief Financial Officer, Vice President-Finance, Treasurer, Secretary and Director We, the undersigned directors and officers of Sonic Automotive, Inc., do hereby constitute and appoint Mr. Theodore M. Wright 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 may be deemed necessary or advisable to enable Sonic Automotive, Inc. to comply with the Securities and Exchange Act of 1933, as amended, and any rules, regulations and requirements of the Securities Exchange Commission, in connection with Registration Statement, including specifically, but not limitied 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 we do hereby ratify and confirm all that he shall 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 date indicated.
Signature Title Date --------- ----- ---- /s/ O. Bruton Smith Chief Executive Officer (principle executive March 31, 1998 - ------------------------- officer) and Chairman O. Bruton Smith /s/ B.Scott Smith President, Chief Operating Officer and Director March 31,1998 - ------------------------- B. Scott Smith /s/ Theodore M. Wright Chief Financial Officer, Vice March 31, 1998 - ------------------------- President-Finance, Treasurer, Secretary Theodore M. Wright (Principle Financial and Accounting Officer) and Director /s/ Nelson E. Bowers, II Executive Vice President And a Director March 31, 1998 - ------------------------- Nelson E. Bowers /s/ William R. Brooks Director March 31, 1998 - ------------------------- William R. Brooks /s/ William P. Benton Director March 31, 1998 - ------------------------- William P. Benton /s/ William I. Belk Director March 31, 1998 - ------------------------- William I. Belk
6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION 4.1* Sonic Automotive, Inc. Employee Stock Purchase Plan (the "Plan") (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1 (File No. 333-33295) of the Company). 4.2 Form of Employee Stock Purchase Option Agreement and Grant Pursuant to the Plan. 5.1 Opinion of Parker, Poe, Adams & Bernstein LLP regarding the legality of the securities registered. 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in Exhibit 5.1 to this Registration Statement). 24 Power of Attorney (included on the signature page to this Registration Statement). - ----------------- * Filed Previously
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