-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UsaZ/O0JgtGvoNbo6cV2PkAwFb0YjdJFX6gn1uJ14cLzaeKXiieL20yOJu6yrg8v iVl8wK6pd3zOfTtFlG7xIQ== 0000950129-01-504639.txt : 20020413 0000950129-01-504639.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950129-01-504639 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011221 EFFECTIVENESS DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75784 FILM NUMBER: 1821344 BUSINESS ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134676268 MAIL ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77024 S-8 1 h92896s-8.txt GROUP 1 AUTOMOTIVE INC - 1996 STOCK INCENTIVE PLAN As filed with the Securities and Exchange Commission on December 21, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- GROUP 1 AUTOMOTIVE, INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0506313 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 950 ECHO LANE, SUITE 100 HOUSTON, TEXAS 77024 (Address of principal executive offices, including zip code) ---------- GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN (Full title of the plan) B. B. HOLLINGSWORTH, JR. CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 950 ECHO LANE, SUITE 100 HOUSTON, TEXAS 77024 (Name and address of agent for service) (713) 647-5700 (Telephone number, including area code, of agent for service) Copy to: John S. Watson Vinson & Elkins L.L.P. 2300 First City Tower, 1001 Fannin Houston, Texas 77002-6760 (713) 758-2222 CALCULATION OF REGISTRATION FEE
=============================== ===================== ===================== =================== ====================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------- --------------------- --------------------- ------------------- ---------------------- Common Stock, par value $0.01 per share(3) 1,500,000 shares $30.26 $45,390,000 $10,848.21 =============================== ===================== ===================== =================== ======================
(1) Under General Instruction E of Form S-8, this registration statement registers an additional 1,500,000 shares of common stock to be issued under the Group 1 Automotive, Inc. 1996 Stock Incentive Plan (the "Plan"). A registration statement (File No. 333-42165) was previously filed with the Securities and Exchange Commission on December 12, 1997 covering 2,000,000 shares of common stock to be issued under the Plan, and a registration statement (File No. 333-80399) was previously filed with the Securities and Exchange Commission on June 10, 1999 covering 1,000,000 shares of common stock to be issued under the Plan. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices reported on the New York Stock Exchange on December 20, 2001 ($30.26 per share). (3) Each share of common stock includes Rights under our Rights Agreement, which Rights are attached to and trade with our common stock. ================================================================================ PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT Pursuant to the requirements of General Instruction E of Form S-8, the contents of the registration statement on Form S-8 (File No. 333-42165) of Group 1 Automotive, Inc. (the "Company") and the registration statement on Form S-8 (File No. 333-80399) of the Company are hereby incorporated by reference herein, including each of the documents filed by the Company with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein and including each of the documents filed as Exhibits to such Registration Statement. ITEM 8. EXHIBITS. 4.1 Third Amendment to Group 1 Automotive, Inc. 1996 Stock Incentive Plan. 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). 24.1 Powers of Attorney (included on the signature page to this Registration Statement). 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 Houston, State of Texas, on the 21st day of December, 2001. GROUP 1 AUTOMOTIVE, INC. By: /s/ B. B. HOLLINGSWORTH, JR. ------------------------------------- B. B. Hollingsworth, Jr. Chairman, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may 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 21st day of December, 2001.
SIGNATURE TITLE --------- ----- /s/ B. B. HOLLINGSWORTH, JR. Chairman, President and - --------------------------------------------- Chief Executive Officer and Director B. B. Hollingsworth, Jr. (Principal Executive Officer) Senior Vice President /s/ SCOTT L. THOMPSON Chief Financial Officer and Treasurer - --------------------------------------------- (Principal Financial and Accounting Officer) Scott L. Thompson /s/ ROBERT E. HOWARD II Director - --------------------------------------------- Robert E. Howard II /s/ JOHN L. ADAMS Director - --------------------------------------------- John L. Adams /s/ JOHN H. DUNCAN Director - --------------------------------------------- John H. Duncan /s/ Bennett E. Bidwell Director - --------------------------------------------- Bennett E. Bidwell /s/ KEVIN H. WHALEN Director - --------------------------------------------- Kevin H. Whalen /s/ MAX P. WATSON, JR. Director - --------------------------------------------- Max P. Watson, Jr.
EXHIBIT INDEX 4.1 Third Amendment to Group 1 Automotive, Inc. 1996 Stock Incentive Plan. 5.1 Opinion of Vinson & Elkins L.L.P. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Vinson & Elkins, L.L.P. (included in Exhibit 5.1). 24.1 Powers of Attorney (included on the signature page to this Registration Statement).
EX-4.1 3 h92896ex4-1.txt 3RD AMENDMENT TO 1996 STOCK INCENTIVE PLAN EXHIBIT 4.1 THIRD AMENDMENT TO GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN WHEREAS, GROUP 1 AUTOMOTIVE, INC. (the "Company") has heretofore adopted the GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN (the "Plan"); and WHEREAS, the Company desires to amend the Plan in certain respects; NOW, THEREFORE, the Plan shall be amended as follows: 1. The second sentence of Paragraph V(a) of the Plan shall be deleted and replaced with the following: "Subject to adjustment in the same manner as provided in Paragraph IX with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 4,500,000 shares." 2. This amendment to the Plan set forth in paragraph 1 hereof shall be effective as of May 24, 2000, provided that this amendment to the Plan is approved by the stockholders of the Company at the 2000 annual meeting of the Company's stockholders. 3. As amended hereby, the Plan is specifically ratified and reaffirmed. EX-5.1 4 h92896ex5-1.txt OPINION OF VINSON & ELKINS LLP EXHIBIT 5.1 [VINSON & ELKINS L.L.P. LETTERHEAD] December 21, 2001 Group 1 Automotive, Inc. 950 Echo Lane, Suite 100 Houston, Texas 77024 Ladies and Gentlemen: We have acted as counsel for Group 1 Automotive, Inc., a Delaware corporation (the "Company"), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale of up to 500,000 shares of Common Stock, par value $.01 per share (the "Shares"), pursuant to the Group 1 Automotive, Inc. 1998 Employee Stock Purchase Plan (the "Plan"). In connection with the foregoing, we have examined or are familiar with the Restated Certificate of Incorporation of the Company, the Bylaws of the Company, the corporate proceedings with respect to the issuance of the Shares, and the Registration Statement on Form S-8 filed in connection with the registration of the Shares (the "Registration Statement"), and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued in accordance with the provisions of the Plan, will be validly issued and fully paid and non-assessable. The foregoing opinion is limited to the laws of the United States of America and the State of Texas, the Constitution of the State of Delaware and to the General Corporation Law of the State of Delaware, as interpreted by federal courts and the courts of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder. Very truly yours, /s/ Vinson & Elkins L.L.P. EX-23.1 5 h92896ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 15, 2001 included in Group 1 Automotive, Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included or incorporated by reference in this registration statement. /s/ ARTHUR ANDERSEN LLP Houston, Texas December 21, 2001 -----END PRIVACY-ENHANCED MESSAGE-----