As filed
with the Securities and Exchange Commission on December 19, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSK Auto Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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86-0765798
(I.R.S. Employer
Identification No.)
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645 E. Missouri Ave., Suite 400
Phoenix, Arizona
(Address of Principal Executive Offices)
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85012
(Zip Code)
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CSK Auto Corporation Restricted Stock Unit Agreement with Lawrence N. Mondry
CSK Auto Corporation Nonqualified Stock Option Agreement with Lawrence N. Mondry
(Full Title of the Plans)
Lawrence N. Mondry
CSK Auto Corporation
645 E. Missouri Ave., Suite 400
Phoenix, Arizona 85012
(Name and Address of Agent For Service)
(602) 265-9200
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Richard M. Russo, Esq.
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, Colorado 80202
(303) 298-5700
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Securities
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Amount to be
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Offering Price
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Aggregate
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Amount of
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to be Registered
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Registered
(1)
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Per Share
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Offering Price
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Registration Fee
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Common Stock, par
value $0.01 per share
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300,000
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$18.66
per share
(2)
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$5,598,000
(2)
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$172
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Common Stock, par
value $0.01 per share
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75,000
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$5.16
per share
(3)
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$387,000
(3)
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$12
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Total
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375,000
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—
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$5,985,000
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$184
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(1)
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Pursuant to Rule 416(a), this Registration Statement also covers additional securities that
may be offered under the CSK Auto Corporation Restricted Stock Unit Agreement with Lawrence N.
Mondry, dated June 13, 2007 and the CSK Auto Corporation Nonqualified Stock Option Agreement
with Lawrence N. Mondry, dated June 13, 2007, as a result of stock splits, stock dividends or
similar transactions.
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(2)
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Estimated in accordance with Rule 457(h)(1) and Rule 457(c) solely for purposes of
calculating the registration fee and based on the average of the high and low prices of the
Common Stock of the Registrant on the New York Stock Exchange on June 13, 2007.
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(3)
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Estimated in accordance with Rule 457(h)(1) and Rule 457(c) solely for purposes of
calculating the registration fee and based on the average of the high and low prices of the
Common Stock of the Registrant on the New York Stock Exchange on December 17, 2007.
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INTRODUCTION
This registration statement on Form S-8 is filed by CSK Auto Corporation, a Delaware
corporation (the “Company” or the “Registrant”), relating to 375,000 shares of its common stock,
par value $0.01 per share (the “Common Stock”), potentially issuable to Lawrence N. Mondry under
the CSK Auto Corporation Restricted Stock Unit Agreement with Lawrence N. Mondry, dated June 13,
2007 and the CSK Auto Corporation Nonqualified Stock Option Agreement with Lawrence N. Mondry,
dated June 13, 2007 (the “Stock Agreements”).
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Securities
and Exchange Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933
(the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the Securities and Exchange
Commission (the “Commission”) are hereby incorporated in this registration statement by reference:
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(1)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended February 4, 2007, as
amended;
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(2)
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The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended May 6, 2007, August 6,
2007 and November 4, 2007;
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(3)
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The Registrant’s Periodic Reports on Form 8-K filed on February 27, 2007, March 1, 2007,
April 18, 2007, April 27, 2007, May 7, 2007, June 8, 2007, June 13, 2007, June 26, 2007,
August 13, 2007, August 16, 2007, September 5, 2007, September 7, 2007, September 24, 2007,
October 15, 2007, October 24, 2007, November 6, 2007 and November 16, 2007; and
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(4)
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The description of the Common Stock contained in the registration statement on Form 8-A,
filed with the Commission on March 5, 1998 (file no. 001-13927), together with any amendment
or report filed with the Commission for the purpose of updating such description.
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1
All reports and other documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
prior to the filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such earlier statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) sets forth the circumstances
in which a Delaware corporation is permitted and/or required to indemnify its directors and
officers. The DGCL permits a corporation to indemnify its directors and officers in certain
proceedings if the director or officer has complied with the standard of conduct set out in the
DGCL. The standard of conduct requires that the director or officer must have acted in good faith,
in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to matters in a criminal proceeding, the director or officer must
have had no reason to believe that his or her conduct was unlawful. With respect to suits by or in
the right of the corporation, the DGCL permits indemnification of directors and officers if the
person meets the standard of conduct, except that it precludes indemnification of directors and
officers who are adjudged liable to the corporation, unless the Court of Chancery or the court in
which the corporation’s action or suit was brought determines that the director or officer is
fairly and reasonably entitled to indemnity for expenses. To the extent that a present or former
director or officer of the corporation is successful on the merits or otherwise in his or her
defense of a proceeding, the corporation is required to indemnify the director or officer against
reasonable expenses incurred in defending himself or herself. The rights provided in Section 145 of
the DGCL are not exclusive, and the corporation may also provide for indemnification under bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
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As permitted by the DGCL, the Registrant’s Restated Certificate of Incorporation, as amended
(the “Charter”) provides that the Registrant shall indemnify any director or officer who was or is
a party or who was or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding (including, without limitation, one by
or in the right of the corporation to procure judgment in its favor), whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Registrant or is or was serving at the request of the Registrant
as a director, officer, employee or agent of any other corporation or enterprise, from and against
any and all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person. The Charter also provides that the
indemnification provided in the Charter shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled and that the Registrant may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the Registrant or any
other corporation or enterprise against expense liability or loss whether or not the Registrant
would have the power to indemnify such person against such expense, liability or loss under the
DGCL or under the respective charters.
CSK Auto Corporation’s By-Laws (the “Bylaws”) provide that the Registrant shall indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Registrant) by reason of the fact that he is or was
a director, officer, employee or agent of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of any other corporation or enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person’s conduct was unlawful.
The Bylaws also provide that the Registrant shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the Registrant to procure judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above, against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection with the defense or settlement of
such action or suit if such person acted under similar standards, except that no indemnification
may be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the Court of Chancery of
the State of Delaware or the court in which such action or suit was brought shall determine that
despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery
of the State of Delaware or the court in which such action was brought shall deem proper.
The Bylaws also provide that to the extent a director or officer of the Registrant has been
successful in the defense of any action, suit or proceeding referred to in the previous
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paragraphs or in the defense of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred by him in connection
therewith and that indemnification provided for in the Bylaws shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled.
Section 102(b)(7) of the DGCL provides that a corporation may relieve its directors from
personal liability to the corporation or its stockholders for monetary damages for any breach of
their fiduciary duty as directors except for (i) a breach of the duty of loyalty; (ii) acts or
omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(iii) willful or negligent violations of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemptions and dividends; or (iv) for any
transactions from which the director derived an improper personal benefit. As permitted by the
DGCL, the Charter provides that, to the fullest extent permitted by the DGCL, no director shall be
liable to the corporation or to its stockholders for monetary damages for breach of his or her
fiduciary duty as a director. The effect of this provision in the Charter is to eliminate the
rights of the Registrant and its stockholders (through stockholders’ derivative suits on behalf of
the corporation) to recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i)-(iv) above. These provisions will not alter the liability of
directors under federal securities laws.
The Registrant also provides indemnity insurance pursuant to which officers and directors are
indemnified or insured against liability or loss under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to another filing of the
Registrant with the Commission, each of the following exhibits is filed herewith:
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4.1*
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Restated Certificate of Incorporation of CSK Auto Corporation, incorporated by
reference to Exhibit 3.01 to Form 10-K filed on May 4, 1998.
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4.2*
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Certificate of Amendment of the Restated Certificate of Incorporation of CSK
Auto Corporation, incorporated by reference to Exhibit 3.02.1 to Form 10-Q filed on
September 18, 2002.
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4.3*
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Second Certificate of Amendment of the Restated Certificate of Incorporation of
CSK Auto Corporation, incorporated by reference to Exhibit 3.04 to Form 10-Q filed on
December 9, 2005.
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4.4*
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Amended and Restated By-Laws of CSK Auto Corporation, incorporated by reference
to Exhibit 3.03 to Form 10-K filed on
April 28, 1999.
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4.5*
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First Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.03.01 to Form 10-K filed on May 1, 2001.
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4.6*
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Second Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.03.2 to Form 10-Q filed on June 14, 2004.
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4.7*
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Third Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.03 to Form 8-K filed on August 16, 2007.
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4.8*
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Forth Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.1 to
Form 8-K filed on September 5, 2007.
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4.9*
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CSK Auto Corporation Restricted Stock Unit Agreement with Lawrence N. Mondry,
incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 13, 2007.
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4.10*
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CSK Auto Corporation Nonqualified Stock Option Agreement with Lawrence N.
Mondry, incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 13, 2007.
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP.
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Power of Attorney (contained on signature page hereto).
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*
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Incorporated by reference
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5
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however,
that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.
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(b)
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That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
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(c)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(2) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the
6
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
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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 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 Phoenix, State of Arizona, on this
19
th
day of December, 2007.
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CSK AUTO CORPORATION
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By:
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/s/
Lawrence N. Mondry
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Lawrence N. Mondry
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President and Chief Executive Officer
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Each of the undersigned, being a director or officer of CSK Auto Corporation, a Delaware
corporation (the “Company”), hereby constitutes and appoints Randi V. Morrison his or her true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 any
registration statement related to the offering contemplated by this registration statement that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and to file the same, with all exhibits thereto and all 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 to the end that such Registration Statement or Registration Statements shall
comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations
adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or any of her substitutes or resubstitutes, 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 dates indicated.
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Signature
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Title
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Date
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/s/ Lawrence N. Mondry
Lawrence N. Mondry
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President, Chief Executive
Officer and Director
(Principal Executive Officer)
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December 19, 2007
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/s/ James D. Constantine
James D. Constantine
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Executive Vice President of
Finance and Chief Financial
Officer (Principal Financial
Officer)
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December 19, 2007
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Signature
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Title
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Date
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/s/ Michael D. Bryk
Michael D. Bryk
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Senior Vice President of
Finance and Controller
(Principal Accounting Officer)
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December 19, 2007
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/s/ Charles K. Marquis
Charles K. Marquis
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Chairman of the Board of
Directors
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December 19, 2007
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/s/ James
Bazlen
James
Bazlen
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Director
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December 19, 2007
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/s/ Morton
Godlas
Morton
Godlas
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Director
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December 19, 2007
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/s/ Terilyn
A. Henderson
Terilyn
A. Henderson
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Director
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December 19, 2007
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/s/ Charles
J. Philippin
Charles
J. Philippin
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Director
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December 19, 2007
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/s/ William
A. Shutzer
William
A. Shutzer
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Director
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December 19, 2007
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EXHIBIT INDEX
Unless otherwise indicated below as being incorporated by reference to another filing of the
Registrant with the Commission, each of the following exhibits is filed herewith:
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4.1*
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Restated Certificate of Incorporation of CSK Auto Corporation, incorporated by
reference to Exhibit 3.01 to Form 10-K filed on May 4, 1998.
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4.2*
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Certificate of Amendment of the Restated Certificate of Incorporation of CSK
Auto Corporation, incorporated by reference to Exhibit 3.02.1 to Form 10-Q filed on
September 18, 2002.
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4.3*
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Second Certificate of Amendment of the Restated Certificate of Incorporation of
CSK Auto Corporation, incorporated by reference to Exhibit 3.04 to Form 10-Q filed on
December 9, 2005.
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4.4*
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Amended and Restated By-Laws of CSK Auto Corporation, incorporated by reference
to Exhibit 3.03 to Form 10-K filed on
April 28, 1999.
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4.5*
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First Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.03.01 to Form 10-K filed on May 1, 2001.
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4.6*
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Second Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.03.2 to Form 10-Q filed on June 14, 2004.
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4.7*
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Third Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.03 to
Form 8-K filed on August 16, 2007.
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4.8*
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Forth Amendment to Amended and Restated By-Laws of CSK Auto Corporation,
incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 5, 2007.
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4.9*
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CSK Auto Corporation Restricted Stock Unit Agreement with Lawrence N. Mondry,
incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 13, 2007.
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4.10*
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CSK Auto Corporation Nonqualified Stock Option Agreement with Lawrence N.
Mondry, incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 13, 2007.
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP.
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24
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Power of Attorney (contained on signature page hereto).
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*
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Incorporated by reference
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