-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nt3AoC/rUv3h0N7dMHMw4vLtVSxBtKXIs6+j3DscCVqOn0vqvhTrdAzicTU1+G+3 3XTQWw0W+4Hc7CnZJLq6mg== /in/edgar/work/20000824/0000944209-00-001428/0000944209-00-001428.txt : 20000922 0000944209-00-001428.hdr.sgml : 20000922 ACCESSION NUMBER: 0000944209-00-001428 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000824 EFFECTIVENESS DATE: 20000824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE AUTOMOTIVE INDUSTRIES INC CENTRAL INDEX KEY: 0001012393 STANDARD INDUSTRIAL CLASSIFICATION: [5013 ] IRS NUMBER: 952920557 STATE OF INCORPORATION: CA FISCAL YEAR END: 0326 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44416 FILM NUMBER: 708945 BUSINESS ADDRESS: STREET 1: 700 E BONITA AVE CITY: POMONA STATE: CA ZIP: 91767 BUSINESS PHONE: 9096248041 MAIL ADDRESS: STREET 1: 700 EAST BONITA AVE CITY: POMONA STATE: CA ZIP: 91767 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on August 24, 2000 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ KEYSTONE AUTOMOTIVE INDUSTRIES, INC. (Exact name of registrant as specified in its charter) California 95-2920557 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 700 East Bonita Avenue 91767 Pomona, California (Zip Code) (Address of principal executive offices) ------------ 1996 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) ------------ JAMES C. LOCKWOOD Vice President Keystone Automotive Industries, Inc. 700 East Bonita Avenue Pomona, California 91767 (Name and address of agent for service) (909) 624-8041 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------- Title of Proposed maximum Proposed maximum securities to be Amount to be offering price per aggregate offering Amount of registered registered (1) share (2) price registration fee - ---------------------------------------------------------------------------------------------------------- Common Stock 1,100,000 $5.31 $5,841,000 $1,543.00 - ----------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, such indeterminate number of shares of Common Stock as may be issued upon exercise of options and the grant of certain other awards under the 1996 Employee Stock Incentive Plan as a result of the adjustment provisions thereof. (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457 based upon the last sale price of the Common Stock as reported on the Nasdaq National Market System on August 21, 2000. - -------------------------------------------------------------------------------- PART I Information Required in the Section 10(a) Prospectus This Registration Statement is being filed pursuant to General Instruction E to Form S-8. The contents of Registration Statements No.s 333-24047 and 333- 57799 pertaining to Keystone Automotive Industries, Inc.'s (the "Registrant") 1996 Employee Stock Incentive Plan, as amended, are incorporated herein by reference. PART II Information Required in the Registration Statement The Registrant hereby files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") to register 1,100,000 shares (the "Shares") of the Registrant's Common Stock for issuance pursuant to the Registrant's 1996 Employee Stock Incentive Plan (the "Plan"), and such indeterminate number of shares as may become available under the Plan as a resut of the adjustment provisions thereof, pursuant to General Instruction E to Form S-8. The Shares are in addition to 1,100,000 shares of the Registrant's Common Stock registered on Registration Statements on Form S-8 filed with and declared effective by the Securities and Exchange Commission. The Plan covers an aggregate of 2,200,000 shares of Registrant's Common Stock. Item 8. Exhibits. --------
Exhibit Number Description - ------ ----------- 5.1 Opinion of James C. Lockwood, Esq. 23.2 Consent of Ernst & Young LLP, Independent Auditors
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 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 Pomona, State of California, on August 23, 2000. KEYSTONE AUTOMOTIVE INDUSTRIES, INC. By: /s/ Charles J. Hogarty ------------------------------------------ Charles J. Hogarty, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Charles J. Hogarty President, Chief Executive Officer and Director August 23, 2000 - ----------------------------- (Principal Executive Officer) Charles J. Hogarty /s/ John M. Palumbo Vice President, Treasurer and Chief Financial Officer August 23, 2000 - ----------------------------- (Principal Financial and Accounting Officer) John M. Palumbo /s/ Ronald G. Brown Director August 23, 2000 - ----------------------------- Ronald G. Brown /s/ Timothy C. McQuay Director August 23, 2000 - ----------------------------- Timothy C. McQuay /s/ Al A. Ronco Director August 23, 2000 - ----------------------------- Al A. Ronco /s/ George E. Seebart Director August 23, 2000 - ----------------------------- George E. Seebart /s/ A. Jayson Adair Director August 23, 2000 - ----------------------------- A. Jayson Adair /s/ Ronald G. Foster Director August 23, 2000 - ----------------------------- Ronald G. Foster /s/ Keith Thompson Director August 23, 2000 - ----------------------------- Keith Thompson
EX-5.1 2 0002.txt OPINION OF JAMES C. LOCKWOOD, ESQ. JAMES C. LOCKWOOD Attorney at Law 700 East Bonita Avenue Pomona, CA 91767 EXHIBIT 5.1 August 23, 2000 Keystone Automotive Industries, Inc. 700 East Bonita Avenue Pomona, CA 91767 Re: Registration Statement on Form S-8 Gentlemen: At your request, I have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Keystone Automotive Industries, Inc., a California corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 1,100,000 shares of the Company's common stock (the "Common Stock"), that may be issued in the aggregate pursuant to awards granted under the Company's 1996 Employee Stock Incentive Plan, as amended (the "Plan"). In rendering this opinion, I have examined only the following documents: 1. The Amended and Restated Articles of Incorporation of the Company; 2. The Amended and Restates Bylaws of the Company; 3. The Plan; 4. The forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement (collectively, the "Agreements") to be used in connection with the Plan; 5. Resolutions adopted by the Company's Board of Directors as of August 23, 2000 and at a meeting of the shareholders of the Company on August 23, 2000 pertaining to the adoption of the Amendment to the Plan and the Registration Statement; and 6. The Registration Statement. With respect to the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as certified or reproduced copies. Based solely upon the foregoing and assuming, without further inquiry, that (i) all awards granted under the Plan to date have been, and all awards to be granted under the Plan will be, duly and validly granted in accordance with the terms of the Plan, (ii) the consideration for the shares of Common Stock to be issued pursuant to such awards will be received prior to the issuance thereof, (iii) the shares of Common Stock to be issued pursuant to such awards will be EX-23.2 3 0003.txt CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- ) pertaining to the Keystone Automotive Industries, Inc. 1996 Employee Stock Incentive Plan of our report dated May 24, 2000 with respect to the consolidated financial statements and schedule of Keystone Automotive Industries, Inc. included in the Annual Report (Form 10-K) for the year ended March 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Los Angeles, California August 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----