PBY Prospect Capital Corporaton

As filed with the Securities and Exchange Commission on June 24, 2009

Registration No.  333-         

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

THE PEP BOYS — MANNY, MOE & JACK

(Exact name of Registrant as specified in its charter)

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

(Address of principal executive offices) (zip code)

The Pep Boys - Manny, Moe & Jack

2009 Stock Incentive Plan

(Full title of the plan)

Brian D. Zuckerman

The Pep Boys – Manny, Moe & Jack

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

(Name and address of agent for service)

(215) 430-9000

(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 Exchange Act.  (Check one):

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

(1)                                   This Registration Statement covers an additional 1,500,000 shares authorized to be offered and sold under The Pep Boys — Manny, Moe & Jack 2009 Stock Incentive Plan, as amended and restated (the “Plan”).  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement covers an indeterminate number of additional shares as may hereafter be offered or issued pursuant to the Agreements to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration.

(2)                                   Estimated solely for purposes of determining the registration fee, pursuant to Rule 457(h) under the Securities Act, based on the average of the high and low prices reported on the New York Stock Exchange on June 19, 2009.

Registration of Additional Securities
Incorporation of Earlier Registration Statements By Reference

The Pep Boys — Manny, Moe & Jack (the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 1,500,000 shares of Common Stock, par value $1.00 per share, for issuance under The Pep Boys — Manny, Moe & Jack 2009 Stock Incentive Plan (formerly named The Pep Boys — Manny, Moe & Jack 1999 Stock Incentive Plan), as amended and restated as of June 24, 2009.  In accordance with General Instruction E to Form S-8, the contents of the Company’s Registration Statements on Form S-8 previously filed by with the Securities and Exchange Commission (the “Commission”) on June 23, 1999 (No. 333-81351) and May 29, 2002 (No. 333-89280) are incorporated in this Registration Statement by reference, except to the extent otherwise updated or modified by this Registration Statement.

PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

The following documents filed by the Company with Commission are incorporated by reference:

(a)                                   The Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009;

(b)                                  The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2009;

(c)                                   The Company’s Current Report on Form 8-K filed on June 24, 2009;

(d)                                  The description of the Company’s common stock contained in the Company’s registration statement on Form 8-A dated June 10, 1983 (File No. 001-03381), filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

All reports and definitive proxy or information statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which designates 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.  Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement.  Any statement contained in a document 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 subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.  Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company 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 Philadelphia, Commonwealth of Pennsylvania, on this 24th day of June, 2009.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation, do hereby constitute and appoint Raymond L. Arthur and Michael R. Odell, or any one of them, the lawful attorney-in-fact and agent, each with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulation or requirements of the Commission in connection with this Registration Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.  This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities on this 24th day of June, 2009.

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EXHIBIT INDEX

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