-----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, NNd3ez+WwqiOjoZ0h3ONSdP8YA8opRTkV9ROWJqhoCaKswMxTjAleoBjaL8Yjo+B U8q2qVQlnWnLOGYaWOMEdA== 0000899140-02-000724.txt : 20021001 0000899140-02-000724.hdr.sgml : 20021001 20021001152928 ACCESSION NUMBER: 0000899140-02-000724 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021001 EFFECTIVENESS DATE: 20021001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEP BOYS MANNY MOE & JACK CENTRAL INDEX KEY: 0000077449 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 230962915 STATE OF INCORPORATION: PA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100224 FILM NUMBER: 02778416 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 S-8 1 pep1099209b.txt INITIAL STATEMENT As filed with the Securities and Exchange Commission on October 1, 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 Savings Plan The Pep Boys Savings Plan - Puerto Rico (Full title of the plans) George Babich, Jr. President and Chief Financial 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 Proposed maximum maximum Title of Amount to be offering price aggregate Amount of securities to registered per share offering price registration be registered (1) (2) (2) fee - -------------------------------------------------------------------------------- Common Stock, $1.00 par value 1,100,000 $12.64 $13,904,000 $1,279.17 per share - -------------------------------------------------------------------------------- Common Stock Purchase Rights (attached to each 1,100,000 $0 $0 $0 share of Common Stock) - -------------------------------------------------------------------------------- (1) This Registration Statement covers 1,000,000 additional shares of common stock, $1.00 par value per share (the "Common Stock"), of The Pep Boys - Manny, Moe & Jack to be offered and sold pursuant to the terms of The Pep Boys Savings Plan (the "US Plan") and 100,000 additional shares of Common Stock to be offered and sold pursuant to the terms of The Pep Boys Savings Plan - Puerto Rico (the "PR Plan") (the US Plan and the PR Plan collectively, the "Plans"). In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers an indeterminable number of plan interests to be offered and sold pursuant to the Plans and additional shares of Common Stock as may hereafter be offered or issued pursuant to the Plans to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. (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 September 26, 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"), except for the consolidated financial statements included in such Form 10-K, Item 8, which are superseded by the incorporation by reference below of the Company's Current Report on Form 8-K filed on August 16, 2002. (b) The Company's quarterly reports on Form 10-Q for the fiscal quarters ended May 4, 2002 and August 3, 2002, filed pursuant to the Exchange Act. (c) The Company's current reports on Form 8-K, filed on May 15, 2002, August 14, 2002 and August 16, 2002 pursuant to the Exchange Act. (d) The US Plan's annual report on Form 11-K for the year ended December 31, 2001, filed pursuant to the Exchange Act. (e) The PR Plan's annual report on Form 11-K for the year ended December 31, 2001, filed pursuant to the Exchange Act. (f) The Company's Registration Statement on Form S-8 (Registration No. 333-40363) covering offers and sales of securities under the PR Plan, filed on November 17, 1997 pursuant to the Securities Act. (g) The Company's Registration Statement on Form S-8 (Registration No. 333-51585) covering offers and sales of securities under the US Plan, filed on May 1, 1998 pursuant to the Securities Act (the "US Plan Registration Statement"). (h) The description of the Common Stock, contained in the Company's Registration Statement on Form 8-A (File No. 103381), filed on June 14, 1983 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 (File No. 103381), filed on December 19, 1997 pursuant to the Exchange Act. In addition, all documents filed by the Company and the Plans 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)). 5 Determination Letter from the U.S. Internal Revenue Service (the "IRS") confirming that the US Plan is qualified under Section 401 of the U.S. Internal Revenue Code of 1986, as amended (the "Code") (incorporated by reference to Exhibit 5.2 of the US Plan Registration Statement). 23 Consent of Deloitte & Touche LLP. 24 Power of Attorney (reference is made to the signature page). The Company hereby undertakes to submit any amendments to the US Plan and trust under the US Plan, not covered by the Determination Letter referenced in Exhibit 5 to this Registration Statement, to the IRS in a timely manner and will make all changes required by the IRS in order to qualify the US Plan as a tax-qualified plan and the trust as a tax-exempt retirement trust under the Code, for so long as the US Plan and trust remain in force. 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 the 1st day of October, 2002. THE PEP BOYS - MANNY, MOE & JACK By: /s/ George Babich, Jr. ------------------------------ George Babich, Jr. President and Chief Financial Officer Pursuant to the requirements of the Securities Act, the administrative committee for the US Plan and the administrative committee for the PR Plan have each duly caused this Registration Statement to be signed on behalf of the Plans by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 1st day of October, 2002. THE PEP BOYS SAVINGS PLAN BY: THE ADMINISTRATIVE COMMITTEE FOR THE US PLAN, acting on behalf of the US Plan BY: /s/ Bernard K. McElroy ------------------------------ A member of the administrative committee THE PEP BOYS SAVINGS PLAN - PUERTO RICO BY: THE ADMINISTRATIVE COMMITTEE FOR THE PR PLAN, acting on behalf of the PR Plan BY: /s/ Bernard K. McElroy ------------------------------ A member of the administrative committee 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 October 1, 2002 Mitchell G. Leibovitz Directors and Chief Executive Officer (Principal Executive Officer) /s/ George Babich, Jr. - ---------------------- President and Chief October 1, 2002 George Babich, Jr. Financial Officer (Principal Financial Officer) /s/ Bernard K. McElroy - ---------------------- Vice President - Finance October 1, 2002 Bernard K. McElroy and Chief Accounting Officer (Principal Accounting Officer) /s/ Peter A. Bassi - ---------------------- Director October 1, 2002 Peter A. Bassi /s/ Bernard J. Korman - ---------------------- Director October 1, 2002 Bernard J. Korman /s/ J. Richard Leaman, Jr. Director October 1, 2002 - ---------------------- J. Richard Leaman, Jr. /s/ William Leonard - ---------------------- Director October 1, 2002 William Leonard /s/ Malcolmn D. Pryor - ---------------------- Director October 1, 2002 Malcolmn D. Pryor /s/ Lester Rosenfeld - ---------------------- Director October 1, 2002 Lester Rosenfeld /s/ Jane Scaccetti - ---------------------- Director October 1, 2002 Jane Scaccetti /s/ Benjamin Strauss - ---------------------- Director October 1, 2002 Benjamin Strauss /s/ John T. Sweetwood - ---------------------- Director October 1, 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). EX-23 4 pep1099209c.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Pep Boys - Manny, Moe & Jack on Form S-8 of (i) our report dated March 21, 2002 (July 31, 2002 as to Note 12), appearing in the Current Report on Form 8-K of The Pep Boys - Manny, Moe & Jack filed on August 16, 2002 and (ii) our reports, each dated June 24, 2002, appearing in the Annual Reports on Form 11-K of The Pep Boys Savings Plan and The Pep Boys Savings Plan - Puerto Rico for the year ended December 31, 2001. /s/ Deloitte & Touche LLP Philadelphia, Pennsylvania September 30, 2002 -----END PRIVACY-ENHANCED MESSAGE-----