- Securities Registration: Employee Benefit Plan (S-8)
February 22 2010 - 12:15PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on February 22, 2010
Registration No. 333-
UNITED STATES
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)
Pennsylvania
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23-0962915
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(State or other
jurisdiction of
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(I.R.S. Employer
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incorporation or
organization)
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Identification
Number)
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3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
(Address of
principal executive offices) (zip code)
The Pep Boys Savings Plan
The Pep Boys Savings Plan
Puerto Rico
(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):
Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do not check if a smaller reporting company)
CALCULATION OF
REGISTRATION FEE
Title of
Securities
to be
Registered
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Amount
to be
Registered(1)
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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, $1.00 par value per share
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3,300,000
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$
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9.04
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(2)
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$
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29,832,000
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(2)
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$
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2,128
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(1)
This
Registration Statement covers an additional 3,000,000 shares of the Common
Stock, par value $1.00 per share, of The Pep Boys Manny, Moe & Jack
to be offered and sold pursuant to the terms of The Pep Boys Savings Plan, as
amended, and an additional 300,000 shares to be offered and sold pursuant to
the terms of The Pep Boys Savings Plan Puerto Rico, as amended (the Plans). In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement covers an indeterminate number of plan interests to be
offered and sold pursuant to the Plans and additional shares as may hereafter
be offered or issued pursuant to the Plans to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or similar transactions.
(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 February 17, 2010.
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 3,300,000 shares of the Companys Common Stock, par
value $1.00 per share, to be offered and sold under The Pep Boys Savings Plan,
as amended, and The Pep Boys Savings Plan Puerto Rico, as amended. In accordance with General Instruction E to Form S-8,
the contents of the Companys Registration Statements on Form S-8
previously filed by with the Securities and Exchange Commission (the Commission)
on November 17, 1997 (No. 333-40363), May 1, 1998 (No. 333-51585),
October 1, 2002 (No. 333-100224),
July 9, 2004 (No. 333-117258) and February 16, 2007 (No. 333-140746)
are incorporated in this Registration Statement by reference and made a part
hereof, 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 Companys Annual Report on Form 10-K
for the fiscal year ended January 31, 2009;
(b)
The Companys Quarterly Reports on Form 10-Q
for the fiscal quarters ended May 2, 2009, August 1, 2009 and October 31,
2009;
(c)
The Companys Current Reports on Form 8-K
filed with the Commission on January 26, 2010 and February 17, 2010;
and
(d)
The description of the Companys Common
Stock, par value $1.00 per share, contained in the Companys registration
statement on Form 8-A (File No. 001-03381), filed with the Commission
on June 10, 1983 pursuant to the Securities Exchange Act of 1934, as
amended (the Exchange Act).
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 current 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.
Experts
The financial statements, and the related financial
statement schedule, incorporated in this registration statement by reference
from the Companys Annual Report on Form 10-K for the year ended January 31,
2009, and the effectiveness of the Companys internal control over financial
reporting have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports (which reports
express an unqualified opinion on the financial statements and financial
statement schedule and includes an explanatory paragraph referring to the
adoption of Financial Accounting Standards Board Interpretation (FIN) 48,
Accounting for Uncertainty in Income Taxes
, and Statement of
Financial Accounting Standards (SFAS) No. 158,
Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans
and express an unqualified opinion on the effectiveness of internal control
over financial reporting), which are incorporated herein by reference. Such
financial statements and financial statement schedule have been so incorporated
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
Item 8.
Exhibits
Exhibit Number
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Exhibit
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23.1
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Consent of
Deloitte & Touche LLP
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24.1
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Power of
Attorney (included on the signature page to this Registration Statement)
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2
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 22nd day of February, 2010.
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THE PEP BOYS MANNY, MOE & JACK
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By:
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/s/ Raymond L. Arthur
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Raymond L. Arthur
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EVP- Chief Financial
Officer
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3
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.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed below by the
following persons in the capacities on February 22, 2010.
Signatures
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Title
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/s/ Michael R. Odell
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Chief Executive Officer
and Director
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Michael R. Odell
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(Principal Executive
Officer)
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/s/ Raymond L. Arthur
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EVP- Chief Financial
Officer (Principal Financial
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Raymond L. Arthur
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Officer &
Principal Accounting Officer)
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/s/ M. Shân Atkins
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Director
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M. Shân Atkins
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/s/ Robert H. Hotz
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Director
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Robert H. Hotz
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/s/ Max L. Lukens
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Director, Chairman of
the Board
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Max L. Lukens
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/s/ James A.
Mitarotonda
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Director
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James A. Mitarotonda
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/s/ Irvin D. Reid
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Director
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Irvin D. Reid
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/s/ Jane Scaccetti
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Director
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Jane Scaccetti
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/s/ John T. Sweetwood
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Director
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John T. Sweetwood
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/s/ Nick White
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Director
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Nick White
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/s/ James A. Williams
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Director
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James A. Williams
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4
EXHIBIT INDEX
Exhibit Number
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Exhibit
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23.1
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Consent of
Deloitte & Touche LLP
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24.1
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Power of
Attorney (included on the signature page to this Registration Statement)
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5
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