Securities Registration: Employee Benefit Plan (s-8)
February 24 2021 - 4:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 24, 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
GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0506313
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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800 Gessner, Suite 500
Houston, TX
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77024
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(Address of Principal Executive Office)
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(Zip Code)
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GROUP 1 AUTOMOTIVE, INC. 2014 LONG TERM INCENTIVE PLAN
GROUP 1 AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN
(Full title of the plan)
Darryl M. Burman
800
Gessner, Suite 500
Houston, Texas 77024
(Name and address of agent for service)
(713) 647-5700
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended (the Exchange Act).
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 of 1933, as amended (the Securities Act). ☐
CALCULATION OF REGISTRATION FEE
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Title of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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1,000,000 (1)(2)
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$144.64 (3)
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$144,640,000
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$15,780.22
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Deferred Compensation Obligations (4)
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$10,000,000
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N/A
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$10,000,000
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$1,091.00
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(1)
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This Registration Statement registers 1,000,000 shares of Group 1 Automotive, Inc.s common stock, par
value $0.01 per share (the Common Stock) to be issued under the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan, as amended (the LTIP).
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(2)
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In addition to the shares set forth in this table, pursuant to Rule 416 of the Securities Act, the amount to be
registered includes an indeterminate number of additional shares issuable upon adjustment due to stock splits, stock dividends, combination of shares and anti-dilution provisions and other adjustment provisions, as provided in the LTIP.
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(3)
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Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(c) and (h) under
the Securities Act, the offering price of the shares is based on $144.64, the average of the high and low prices of a share of Common Stock, as reported by the New York Stock Exchange on February 18, 2021, a date within five business days of
the date of this registration statement.
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(4)
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This registration statement registers $10,000,000 in Deferred Compensation Obligations, representing general
unsecured obligations of Group 1 Automotive, Inc. (the Registrant) to pay deferred compensation from time to time in the future in accordance with the provisions of the Group 1 Automotive Inc. Deferred Compensation Plan (the
Deferred Compensation Plan). Solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, the amount of Deferred Compensation Obligations being registered is based on an estimate of
the amount of future contributions which, it is anticipated, may be made by or on behalf of participants in the Deferred Compensation Plan.
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EXPLANATORY NOTE
The Registrant is filing this registration statement on Form S-8 (this Registration
Statement) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 1,000,000 shares of Common Stock that may be issued to eligible individuals pursuant to the LTIP,
as well as an additional $10,000,000 in Deferred Compensation Obligations of the Registrant to be offered and sold under the Deferred Compensation Plan. The Registrants shareholders approved an additional 1,000,000 shares of Common Stock for
issuance pursuant to the LTIP at the 2020 annual meeting of shareholders in connection with the First Amendment to the LTIP. Except as otherwise set forth below, the contents of the Registrants registration statement on Form S-8 relating to the LTIP, which was previously filed with the Commission on May 30, 2014 (File No. 333-196424), and the contents of the Registrants
registration statements on Form S-8 relating to the Deferred Compensation Plan, which were previously filed with the Commission on each of August 1, 2007 (File
No. 333-145034), May 27, 2004 (File No. 333-115962), and February 22, 2002 (File No. 333-83260), are all
incorporated by reference into this Registration Statement, as permitted by General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following
documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Registrant under the Securities Act or the Exchange Act as indicated in parentheses:
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Exhibit
Number
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Description
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5.1*
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Opinion of Vinson & Elkins LLP
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23.1*
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Consent of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1 to the Registration Statement).
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23.2*
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Consent of Deloitte & Touche LLP, an independent registered public accounting firm.
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23.3*
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Consent of Ernst & Young LLP, an independent registered public accounting firm.
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24.1*
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Powers of Attorney (included on the signature page of the Registration Statement).
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99.1
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First Amendment to Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 of Group 1 Automotive,
Inc.s Quarterly Report on Form 10-Q (File No. 1-13461) for the quarter ended September 30, 2020).
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99.2
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Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January
1, 2021 (incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No.
1-13461) for the quarter ended September 30, 2020).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 February 24, 2021.
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GROUP 1 AUTOMOTIVE, INC.
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By:
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/s/ Darryl M. Burman
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Name: Darryl M. Burman
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Title: Senior Vice President, General Counsel
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Darryl M. Burman as his or her
true and lawful attorney-in-fact and agent, with full power of substitution for him or her and in his or her 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 necessary to be done in connection therewith, as fully and to
all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
[Signatures on Next Page]
Pursuant to the requirements of the Securities Act, this Registration Statement and the above Power of
Attorney have been signed below by the following persons in the capacities indicated on February 24, 2021.
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Name
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Position
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/s/ Earl J. Hesterberg
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President and Chief Executive Officer and Director
(Principal Executive Officer)
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Earl J. Hesterberg
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/s/ Daniel McHenry
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Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
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Daniel McHenry
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/s/ Stephen D. Quinn
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Chairman of the Board of Directors
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Stephen D. Quinn
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/s/ Carin Barth
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Director
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Carin Barth
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/s/ Lincoln Pereira
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Director
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Lincoln Pereira
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/s/ Steven P. Stanbrook
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Director
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Steven P. Stanbrook
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/s/ Charles L. Szews
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Director
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Charles L. Szews
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/s/ Anne Taylor
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Director
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Anne Taylor
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/s/ Max P. Watson, Jr.
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Director
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Max P. Watson, Jr.
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/s/ MaryAnn Wright
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Director
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MaryAnn Wright
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