As filed with the Securities and Exchange Commission on June 8, 2021
Registration No. 333-       

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 of incorporation or organization)(I.R.S. Employer Identification No.)
4401 Colwick Road
Charlotte, North Carolina

28211
(Address of Principal Executive Offices)
(Zip Code)
Sonic Automotive, Inc. 2012 Stock Incentive Plan
(Full title of the plan)
Stephen K. Coss
Senior Vice President and General Counsel
4401 Colwick Road
Charlotte, North Carolina 28211
(Name and address of agent for service)

(704) 566-2400
(Telephone number, including area code, of agent for service)

Copies to:
 
Wade B. Sample, Jr., Esq.
Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202-4003
(704) 331-1000
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer  Accelerated filer 
Non-accelerated filer  Smaller reporting company 

 Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered (1)
Proposed maximum
offering price per share (2)
Proposed maximum aggregate offering price (2)
Amount of
registration fee
Class A Common Stock, par value $0.01 per share2,000,000 shares$47.87$95,740,000.00$10,445.23
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of the registrant’s Class A Common Stock that may become issuable under the above-named plan by reason of any stock split, stock dividend or other similar transaction.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrant’s Class A Common Stock as reported on the New York Stock Exchange on June 4, 2021.



EXPLANATORY NOTE

This registration statement on Form S-8 registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Sonic Automotive, Inc. 2012 Stock Incentive Plan are effective. Accordingly, pursuant to General Instruction E to Form S-8, the registrant hereby incorporates by reference herein the contents of such registration statements on Form S-8 (Registration Nos. 333-180814, 333-204027 and 333-232177) and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits.

Exhibit
No.
 Description
 
4.1 
4.2
4.3
4.4*
4.5
4.6
5.1*
23.1* 
23.2* 
99.1 
*    Filed herewith.



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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 Charlotte, State of North Carolina, on this 8th day of June, 2021.

SONIC AUTOMOTIVE, INC.


By:    /s/ HEATH R. BYRD    
Heath R. Byrd
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 8th day of June, 2021:

SignatureTitle
/s/ O. BRUTON SMITHExecutive Chairman and Director
O. Bruton Smith
/s/ DAVID BRUTON SMITHChief Executive Officer and Director
David Bruton Smith(Principal Executive Officer)
/s/ JEFF DYKEPresident and Director
Jeff Dyke
/s/ HEATH R. BYRDExecutive Vice President and Chief Financial Officer
Heath R. Byrd(Principal Financial Officer and Principal Accounting Officer)
/s/ WILLIAM I. BELKDirector
William I. Belk
/s/ WILLIAM R. BROOKSDirector
William R. Brooks
/s/ VICTOR H. DOOLANDirector
Victor H. Doolan

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/s/ JOHN W. HARRIS IIIDirector
John W. Harris III
/s/ ROBERT HELLERDirector
Robert Heller
/s/ KERI A. KAISERDirector
Keri A. Kaiser
/s/ MARCUS G. SMITHDirector
Marcus G. Smith
/s/ R. EUGENE TAYLORDirector
R. Eugene Taylor


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