S-8

As filed with the Securities and Exchange Commission on May 24, 2011

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933, as amended

LKQ CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-4215970
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
500 West Madison Street, Suite 2800, Chicago, IL	60661
(Address of Principal Executive Offices)	(Zip Code)

LKQ Corporation 1998 Equity Incentive Plan

(Full Title of the Plan)

VICTOR M. CASINI

Senior Vice President, General Counsel and Secretary

LKQ Corporation

500 West Madison Street, Suite 2800, Chicago, IL 60661

(Name and Address of Agent for Service)

(312) 621-1950

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

J. CRAIG WALKER

K&L Gates LLP

70 West Madison Street

Chicago, IL 60602

(312) 807-4321

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	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to Be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Common stock, par value $.01 per share	6,400,000 shares	$25.85(2)	$165,440,000	$19,207.58

(1) This registration statement also covers an indeterminate number of shares of LKQ Corporation common stock that may be issuable by reason of stock splits, stock dividends, or other adjustment provisions of the LKQ Corporation 1998 Equity Incentive Plan.

(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the average high and low sale prices of the common stock as reported on the NASDAQ Global Select Market on May 23, 2011.

(3) This amount is used solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.

EXPLANATORY NOTE

LKQ Corporation has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an additional 6,400,000 shares of our common stock, which may be issued in accordance with our 1998 Equity Incentive Plan as a result of an amendment to the 1998 Equity Incentive Plan.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF CONTENTS OF REGISTRATION

STATEMENT BY REFERENCE

We filed a registration statement on Form S-8 (File No. 333-110149) with the Securities and Exchange Commission covering the registration of a total of 22,010,000 shares for issuance under our 1998 Equity Incentive Plan, our CEO Stock Option Plan, and our Stock Option and Compensation Plan for Non-Employee Directors. We filed a registration statement on Form S-8 (File No. 333-128151) with the Securities and Exchange Commission to register an additional 8,000,000 shares for issuance under the 1998 Equity Incentive Plan. Pursuant to General Instruction E of Form S-8 and Rule 429, this registration statement is being filed to register an additional 6,400,000 shares for issuance under the 1998 Equity Incentive Plan, as amended. The contents of the prior registration statements (File Nos. 333-110149 and 333-128151) are incorporated herein by reference.

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

We incorporate by reference the documents listed below which were filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934:

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 25, 2011;

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on April 29, 2011;

(c) Our Current Reports on Form 8-K filed on January 19, 2011; February 2, 2011; February 28, 2011; March 15, 2011; March 28, 2011; April 26, 2011; and May 6, 2011; and

(d) The description of our common stock set forth under the caption “Description of Capital Stock” in our registration statement on Form S-1 (File No. 333-107417), which description is incorporated by reference in our registration statement on Form 8-A filed with the Securities and Exchange Commission on September 29, 2003 pursuant to the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such description.

We also incorporate by reference each of the following documents that we file with the SEC after the date of this registration statement until this offering is completed, which documents shall be deemed to be incorporated herein from the date of filing of such documents:

(a) reports filed under Sections 13(a) and 13(c) of the Securities Exchange Act of 1934;

(b) definitive proxy or information statements filed under Section 14 of the Securities Exchange Act of 1934 in connection with any subsequent stockholders’ meeting; and

(c) any reports filed under Section 15(d) of the Securities Exchange Act of 1934.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Certain legal matters with respect to the shares of common stock offered by this prospectus will be passed upon for us by Victor M. Casini, our Senior Vice President and General Counsel. Mr. Casini beneficially owns 517,668 shares of our common stock.

Item 8. EXHIBITS

The exhibits to this registration statement are listed in the exhibit index to this registration statement, which index is incorporated herein by reference.

2

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Chicago, State of Illinois, on May 24, 2011.

LKQ CORPORATION
By:	/s/ Joseph M. Holsten
	Joseph M. Holsten Vice-Chairman and Co-Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph M. Holsten and Victor M. Casini, and each of them acting individually, his true and lawful attorney-in-fact and agent, each with full power of substitution, for him in any and all capacities to execute any and all amendments to this Registration Statement on Form S-8, and to file the same, including post-effective amendments or any abbreviated registration statement, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto said attorneys-in-fact and agents 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 such person might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 24, 2011.

Signature	Title
Principal Executive Officers:
/s/ Joseph M. Holsten
Joseph M. Holsten	Vice-Chairman and Co-Chief Executive Officer
/s/ Robert L. Wagman
Robert L. Wagman	President and Co-Chief Executive Officer
Principal Financial Officer:
/s/ John S. Quinn
John S. Quinn	Executive Vice President and Chief Financial Officer
Principal Accounting Officer:
/s/ Michael S. Clark
Michael S. Clark	Vice President of Finance and Controller

Directors:
/s/ A. Clinton Allen
A. Clinton Allen	Director
/s/ Victor M. Casini
Victor M. Casini	Director
/s/ Robert M. Devlin
Robert M. Devlin	Director
/s/ Donald F. Flynn
Donald F. Flynn	Director
/s/ Kevin F. Flynn
Kevin F. Flynn	Director
/s/ Ronald G. Foster
Ronald G. Foster	Director
/s/ Joseph M. Holsten
Joseph M. Holsten	Director
/s/ Paul M. Meister
Paul M. Meister	Director
/s/ John F. O’Brien
John F. O’Brien	Director
/s/ William M. Webster, IV
William M. Webster, IV	Director

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
5	Opinion of Victor M. Casini*
23.1	Consent of Deloitte & Touche LLP*
23.2	Consent of Victor M. Casini (contained in Exhibit 5)
24	Power of Attorney (included on signature page)

* Filed herewith

EX-5

Exhibit 5

May 24, 2011

LKQ Corporation

500 West Madison Street

Suite 2800

Chicago, IL 60661

LKQ Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as securities counsel to LKQ Corporation, a Delaware corporation (the “Company”), with respect to rendering this opinion under the laws of the State of Delaware relating to the issuance of an additional 6,400,000 shares of common stock, $0.01 par value per share, of the Company (the “Shares”) issuable in connection with the LKQ Corporation 1998 Equity Incentive Plan, as amended (“Equity Plan”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).

For the purpose of this opinion, I have examined originals, or copies certified or otherwise identified to my satisfaction, of only the following documents: (a) Certificate of Incorporation and all Certificates of Amendment of the Company filed with the Secretary of State of the State of Delaware through the date of this opinion (collectively, the “Certificate of Incorporation”), (b) the bylaws of the Company, as amended, (c) pertinent resolutions of the Board of Directors and committees thereof of the Company (the “Resolutions”), (d) the Equity Plan, (e) a certificate or certificates of the Secretary of State of the State of Delaware, (f) certificates or letters of the Company and others, and (g) such other documents as I have deemed necessary as a basis for the opinions set forth herein. As to questions of fact material to this opinion, I have relied, to the extent I deemed such reliance appropriate, without investigation, on the documents referred to above.

In connection with this opinion, I have assumed that (i) all information contained in all documents reviewed by me is true and correct; (ii) all signatures on all documents examined by me are genuine; (iii) all documents submitted to me as originals are authentic and all documents submitted to me as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by me had the legal capacity to do so; (v) each person signing in a representative capacity any document reviewed by me had authority to sign in such capacity; (vi) the Registration Statement, and any amendments thereto (including any post-effective amendments), relating to the Shares will have become effective under the Act, and no order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending before or contemplated by the Commission; and (vii) the Company Shares have been or will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement.

Based upon the foregoing, I am of the opinion that :

1. When the Shares have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Equity Plan and the Resolutions and any consideration therefor provided in the Equity Plan has been received, the Shares will, upon such issuance, constitute validly issued, fully paid, and non-assessable shares of common stock, $0.01 par value, of the Company.

The opinion and other matters in this letter are qualified in their entirety by, and subject to, the following:

i. I express no opinion as to the laws of any jurisdiction other than the Included Laws. For purposes of this opinion, the term “Included Laws” means the Laws of the State of Delaware that are, in my experience, normally applicable to the matters covered by my opinion, including the General Corporation Law of the State of Delaware, any applicable provisions of the Constitution of the State of Delaware, and applicable judicial decisions. I do not express any opinions as to any other laws or the laws of any other jurisdiction.

ii. The foregoing opinion is qualified to the extent that the enforceability of any document, instrument or security may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and general equitable or public policy principles.

iii. This letter and the matters addressed herein are as of the date hereof, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity, including governmental authorities (each such person or entity being a “Person”), or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references made to me included in or made a part of the Registration Statement. I do not admit that I am within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ VICTOR M. CASINI

EX-23.1

Exhibit 23.1

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 25, 2011, relating to the consolidated financial statements and financial statement schedule of LKQ Corporation and subsidiaries and the effectiveness of LKQ Corporation and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of LKQ Corporation for the year ended December 31, 2010.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Chicago, Illinois

May 24, 2011