Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on May 17, 2024

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)


Delaware (State or other jurisdiction of incorporation or organization)						76-0506313 (I.R.S. Employer Identification No.)

800 Gessner, Suite 500 Houston, TX (Address of Principal Executive Office)						77024 (Zip Code)

GROUP 1 AUTOMOTIVE, INC. SECOND AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Gillian A. Hobson

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”).

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 of 1933, as amended (the “Securities Act”). ¨

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Group 1 Automotive, Inc., a Delaware corporation (the “Company” or the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 250,000 shares of the Company’s common stock, par value $0.01 per share, issuable under the Group 1 Automotive, Inc. Second Amended and Restated Employee Stock Purchase Plan, as amended (the “ESPP”). Except as otherwise set forth below, the contents of the Registrant’s registration statement on Form S-8 relating to the ESPP, which was previously filed with the Commission on July 29, 2015 (File No. 333-205923), are 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.


Exhibit
Number						Description

5.1*						Opinion of Vinson & Elkins LLP

23.1*						Consent of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1 to the Registration Statement).

23.2*						Consent of Deloitte & Touche LLP, an independent registered public accounting firm.

24.1*						Powers of Attorney (included on the signature page of the Registration Statement).

99.1						Group 1 Automotive, Inc. Second Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix A of Group 1 Automotive Inc.’s Definitive Proxy Statement Schedule DEF 14A (File No. 001-13461) filed on April 5, 2024).

107.1*						Calculation of Filing Fee Tables

* Filed herewith.

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 May 17, 2024.


GROUP 1 AUTOMOTIVE, INC.

By:			/s/ Gillian A. Hobson
Name:			Gillian A. Hobson
Title:			Senior Vice President, Chief Legal Officer and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gillian A. Hobson and Daniel J. McHenry 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 May 17, 2024.


Name						Position

/s/ Daryl A. Kenningham						President and Chief Executive Officer and Director (Principal Executive Officer)
Daryl A. Kenningham

/s/ Daniel J. McHenry						Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Daniel J. McHenry

/s/ Charles L. Szews						Chairman and Director
Charles L. Szews

						Director
Carin M. Barth

/s/ Lincoln de Cunha Pereira Filho
Lincoln de Cunha Pereira Filho						Director

						Director
Steven C. Mizell

/s/ Stephen D. Quinn						Director
Stephen D. Quinn

/s/ Steven Stanbrook						Director
Steven Stanbrook

/s/ Anne Taylor						Director
Anne Taylor

/s/ MaryAnn Wright						Director
MaryAnn Wright

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

Registration Statement

(Form Type)

Group 1 Automotive, Inc.

(Exact Name of Registrant as Specified in its Charter)


Table 1 – Newly Registered Securities
	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee
	Equity	Common Stock, $0.01 par value per share	Rules 457(c) and 457(h)	250,000 (1)	$257.81 (2)	$64,452,500	$147.60 per $1,000,000	$9,513.19

Total Offering Amounts					—	$64,452,500	—	$9,513.19
Total Fee Offsets					—	—	—	—
Net Fee Due					—	—	—	$9,513.19

(1) The Form S-8 registration statement to which this Exhibit 107.1 is attached (the “Registration Statement”) registers an additional 250,000 shares of common stock, par value $0.01 (the “Stock”) of Group 1 Automotive, Inc., a Delaware corporation (the “Company” or the “Registrant”) issuable under the Group 1 Automotive, Inc. Second Amended and Restated Employee Stock Purchase Plan (the “ESPP”).

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the ESPP.

(3) Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $303.30, the average of the high and low prices of the Registrant’s Stock as reported on the New York Stock Exchange on May 10, 2024 (a date within five business days prior to the date of filing the Registration Statement), multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the ESPP.

Exhibit 5.1

May 17, 2024

Group 1 Automotive, Inc.

800 Gessner, Suite 500

Houston, Texas 77024

Ladies and Gentlemen:

We have acted as counsel for Group 1 Automotive, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to 250,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) issuable pursuant to the Group 1 Automotive, Inc. Second Amended and Restated Employee Stock Purchase Plan (the “ESPP”), pursuant to the Company’s registration on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on May 17, 2024.

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations, and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the ESPP, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the ESPP, as applicable.

Based on the foregoing, and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the ESPP and the instruments executed pursuant to the ESPP, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.


Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond San Francisco Tokyo Washington			845 Texas Avenue, Suite 4700 Houston, Texas 77002 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com


			Group 1 Automotive, Inc. May 17, 2024 Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 14, 2024, relating to the consolidated financial statements of Group 1 Automotive, Inc. and subsidiaries (“Group 1 Automotive”) and the effectiveness of Group 1 Automotive’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Group 1 Automotive for the year ended December 31, 2023.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

May 17, 2024

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