AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2001
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
O'Reilly Automotive, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Missouri 44-0618012
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
233 South Patterson
Springfield, Missouri 65802
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(Address of Principal Executive (Zip Code)
Offices)
O'Reilly Automotive, Inc. Profit Sharing and Savings Plan
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(Full Title of the Plan)
David E. O'Reilly
President and Chief Executive Officer
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802
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(Name and Address of Agent for Service)
(417) 862-6708
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(Telephone Number, Including Area Code,
of Agent for Service)
Copies of All Correspondence to:
Robert H. Wexler, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum offering maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
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Common Stock
$.01 par 1,000,000 $21.04 $21,040,000 $5,260
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(1) Represents maximum number of additional shares of Common Stock (1,000,000)
available for issuance under the O'Reilly Automotive, Inc. Profit Sharing
and Savings Plan. The Registrant previously filed with the Securities and
Exchange Commission on January 10, 1994, a Registration Statement on Form
S-8 (Reg. No. 33-73892) relating to securities offered under such Plan.
(2) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) under the
Securities Act of 1933, and is based upon the average of the high and low
prices per share of the Registrant's Common Stock as reported by the
National Association of Securities Dealers Automated Quotation National
Market System on April 23, 2001.
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Act"),
this registration statement shall be deemed to cover additional shares that may
be issued to adjust the number of shares issued pursuant to the Plan as a result
of any future stock split, stock dividend or other similar adjustment of the
outstanding shares of common stock of O'Reilly Automotive, Inc. In addition,
pursuant to Rule 416(c) under the Act, this registration statement also covers
an indeterminate amount of interests to be offered and sold pursuant to the Plan
described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed with the Securities and Exchange Commission
(the "Commission") on January 10, 1994 a registration statement on Form S-8
(Registration No. 33-73892) relating to securities offered under the O'Reilly
Automotive, Inc. Profit Sharing and Savings Plan. The contents of such
previously filed registration statements on Form S-8, including exhibits
thereto, are incorporated herein by reference, except to the extent superseded
or modified by the specific information set forth below or the specific exhibits
attached hereto.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The description of the Registrant's common stock which is contained in
the Registrant's Registration Statement on Form S-1 (File No. 33-58948),
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such 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 in a document
incorporated by reference herein and filed prior to the filing hereof shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement, and any statement contained herein or in any other document
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 in any other subsequently filed document which also is incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement or
incorporated by reference herein.
Exhibit
Number Description
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5.1 Opinion of Gallop, Johnson & Neuman, L.C. (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Gallop, Johnson & Neuman, L.C.(included in Exhibit 5.1).
24 Power of Attorney (included on signature page of the registration
statement).
SIGNATURES
The Registrant. 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 Springfield, state of Missouri, on April 26,
2001.
O'REILLY AUTOMOTIVE, INC.
By: /s/ David E. O'Reilly
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David E. O'Reilly
Co-Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of O'Reilly Automotive, Inc.,
hereby severally and individually constitute and appoint David E. O'Reilly and
Lawrence P. O'Reilly and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other and to have full power and authority to do and perform in the
name and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
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.
Name Title Date
/s/ David E. O'Reilly Co-Chairman of the Board, April 26, 2001
------------------------------ Chief Executive Officer
David E. O'Reilly and Director (principal
executive officer)
/s/ Lawrence P. O'Reilly Co-Chairman of the Board, April 26, 2001
------------------------------ Chief Operating Officer
Lawrence P. O'Reilly and Director
/s/ Charles H. O'Reilly, Jr. Vice-Chairman of the Board April 26, 2001
------------------------------ and Director
Charles H. O'Reilly, Jr.
Executive Vice President April ___ , 2001
------------------------------ and Director
Rosalie O'Reilly Wooten
/s/ Charles H. O'Reilly, Sr. Chairman Emeritus April 26, 2001
------------------------------ and Director
Charles H. O'Reilly, Sr.
/s/ James R. Batten Vice-President of Finance, April 26, 2001
------------------------------ Chief Financial Officer
James R. Batten and Treasurer(principal
financial officer)
/s/ Joe C. Greene Director April 26, 2001
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Joe C. Greene
/s/ Jay D. Burchfield Director April 26, 2001
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Jay D. Burchfield
Director April ___ , 2001
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Paul R. Lederer
FORM S-8
O'REILLY AUTOMOTIVE, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
5.1 Opinion of Gallop, Johnson & Neuman, L.C....................
23.1 Consent of Ernst & Young LLP................................
23.2 Consent of Gallop, Johnson & Neuman, L.C. (included
in Exhibit 5.1)............................................. N/A
24 Power of Attorney (included on signature page of the
registration statement) .................................... N/A
EXHIBIT 5.1
GALLOP, JOHNSON & NEUMAN, L.C.
101 S. Hanley
St. Louis, Missouri 63105
April 26, 2001
Board of Directors
O'Reilly Automotive, Inc.
233 South Patterson
Springfield, Missouri 65802
Re: Registration Statement on Form S-8
O'Reilly Automotive, Inc. Profit Sharing and Savings Plan
Ladies and Gentlemen:
We have served as counsel to O'Reilly Automotive, Inc. (the "Company") in
connection with the various legal matters relating to the filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, relating to 1,000,000 shares of common stock of the Company, par
value $.01 per share (the "Shares"), reserved for issuance in accordance with
the O'Reilly Automotive, Inc. Profit Sharing and Savings Plan (the "Plan").
We have examined such corporate records of the Company, such laws and such
other information as we have deemed relevant, including the Company's Restated
Articles of Incorporation, and Amended and Restated Bylaws, certain resolutions
adopted by the Board of Directors of the Company relating to the Plan and
certificates received from state officials and from officers of the Company. In
delivering this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as certified, photostatic or
conformed copies, and the correctness of all statements submitted to us by
officers of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Missouri.
2. The Common Stock being offered by the Company, if issued in accordance
with the Plan, will be validly issued and outstanding and will be
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of the Shares
pursuant to the Plan.
Very truly yours,
/s/ GALLOP, JOHNSON & NEUMAN, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-XXXXX) pertaining to the O'Reilly Automotive, Inc. Profit Sharing and
Savings Plan of O'Reilly Automotive, Inc. and subsidiaries of our report dated
February 23, 2001, with respect to the consolidated financial statements of
O'Reilly Automotive, Inc. and subsidiaries incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Kansas City, Missouri
April 23, 2001