S-8 1 pep1045142b.txt INITIAL FILING As filed with the Securities and Exchange Commission on May 29, 2002 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 23-0962915 --------------------------------- ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 3111 West Allegheny Avenue Philadelphia, Pennsylvania 19132 ------------------------------- (Address, including zip code, of principal executive offices) The Pep Boys - Manny, Moe & Jack 1999 Stock Incentive Plan (Full title of the plan) Mitchell G. Leibovitz Chairman of the Board and Chief Executive Officer The Pep Boys - Manny, Moe & Jack 3111 West Allegheny Avenue Philadelphia, Pennsylvania 19132 (215) 430-9000 --------------------------------------------------------- (Name, address and telephone number (including area code) of agent for service) ------------------------ COPY TO: Daniel D. Rubino, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 (212) 728-8000 CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate Amount of to be registered registered (1) per share (2) offering price (2) registration fee -------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share 2,500,000 $16.14 $40,350,000 $3,712.20 -------------------------------------------------------------------------------------------------------- Common Stock Purchase Rights (attached to each share of Common Stock) 2,500,000 $0 $0 $0 -------------------------------------------------------------------------------------------------------- (1) This Registration Statement covers an additional 2,500,000 shares authorized to be offered and sold under The Pep Boys - Manny, Moe & Jack 1999 Stock Incentive Plan, as amended (the "Plan"). In addition, this Registration Statement covers an indeterminable number of additional shares as may hereafter be offered or issued pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration and pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Estimated solely for calculating the amount of 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 May 24, 2002.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by The Pep Boys - Manny, Moe & Jack (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2002, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"). (b) The Company's Current Report on Form 8-K, filed pursuant to the Exchange Act on May 15, 2002. (c) The Company's Registration Statement on Form S-8 (Registration No. 333-81351), filed under the Securities Act on June 23, 1999. (d) The description of the Company's Common Stock, contained in the Registration Statement on Form 8-A dated June 10, 1983 (File No. 103381), filed pursuant to the Exchange Act, and the description of the Company's Common Stock Purchase Rights contained in the amendment to the Company's Registration Statement on Form 8-A/A filed on December 19, 1997 (File No. 103381). In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 8. EXHIBITS Exhibit No. ----------- 4 Rights Agreement, dated as of December 5, 1997, between the Company and First Union National Bank, including the form of Right Certificate and Summary of Rights to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated December 8, 1997 (File No. 103381)). 23 Consent of Deloitte & Touche LLP. 24 Power of Attorney (reference is made to the signature page). 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 Philadelphia, Commonwealth of Pennsylvania, on the 29th day of May, 2002. THE PEP BOYS - MANNY, MOE & JACK By: /s/ Mitchell G. Leibovitz ------------------------------------ Mitchell G. Leibovitz Chairman of the Board, and Chief Executive Officer POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mitchell G. Leibovitz and George Babich, Jr. and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ Mitchell G. Leibovitz Chairman of the Board of May 29, 2002 -------------------------- Directors and Chief Executive Mitchell G. Leibovitz Officer (Principal Executive Officer) /s/ George Babich, Jr. President and Chief Financial May 29, 2002 -------------------------- Officer (Principal Financial George Babich, Jr. Officer) /s/ Bernard R. McElroy Vice President, Chief May 29, 2002 -------------------------- Accounting Officer and Bernard R. McElroy Treasurer (Principal Accounting Officer) /s/ Lester Rosenfeld Director May 29, 2002 -------------------------- Lester Rosenfeld /s/ Benjamin Strauss Director May 29, 2002 -------------------------- Benjamin Strauss /s/ Bernard J. Korman Director May 29, 2002 -------------------------- Bernard J. Korman /s/ J. Richard Leaman, Jr. Director May 29, 2002 -------------------------- J. Richard Leaman, Jr. /s/ Malcolmn D. Pryor Director May 29, 2002 -------------------------- Malcolmn D. Pryor /s/ Peter A. Bassi Director May 29, 2002 -------------------------- Peter A. Bassi /s/ Jane Scaccetti Director May 29, 2002 -------------------------- Jane Scaccetti /s/ William Leonard Director May 29, 2002 -------------------------- William Leonard /s/ John T. Sweetwood Director May 29, 2002 -------------------------- John T. Sweetwood EXHIBIT INDEX Exhibit No. Description --------------------- -------------------------------------------------------- 23 Consent of Deloitte & Touche LLP. 24 Power of Attorney (reference is made to the signature page).