ADVANCE
AUTO PARTS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware | 5531 | 54-2049910 |
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification No.) |
| incorporation or organization) | Classification Code Number) |
5673 Airport Road, Roanoke, Virginia 24012
(540) 362-4911
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
ADVANCE AUTO PARTS, INC. 2004 LONG-TERM INCENTIVE PLAN
ADVANCE AUTO PARTS, INC. DEFERRED STOCK UNIT PLAN
FOR
NON-EMPLOYEE DIRECTORS AND SELECTED EXECUTIVES
(Full title of the plan)
Jeffrey T. Gray
Senior Vice President and
Chief Financial Officer
5673 Airport Road, Roanoke, Virginia 24012
(540) 362-4911
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Eric M. Margolin | Paul G. Lane, Esq. |
| Senior Vice President, | Bingham McCutchen LLP |
| General Counsel and Secretary | 355 South Grand Avenue |
| Advance Auto Parts, Inc. | Suite 4400 |
| 5673 Airport Road | Los Angeles, California 90071 |
| Roanoke, Virginia 24012 | (213) 229-8490 |
| (540) 362-4911 |
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
| Common Stock, par value $0.0001 per share(3) |
5,746,847 | $41.09 | $184,905,000(4) | $23,427.00 |
| Deferred Compensation Obligations(5) |
$20,000,000 | 100% | $20,000,000 | $2,534.00 |
(1)
If, as a result of stock splits, stock dividends or similar transactions, the
number of securities purported to be registered by this registration statement
changes, the provisions of Rule 416 under the Securities Act of 1933 shall apply
to this registration statement, and this registration statement will cover the
additional securities resulting from such a transaction.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended, based upon
the average of the high and low prices of the Common Stock, par value $0.0001
per share (“Common Stock”), of Advance Auto Parts, Inc. (the
“Registrant”) reported on the New York Stock Exchange on May 20,
2004.
(3)
Includes 1,246,847 shares of Common Stock carried forward from a Registration Statement on
Form S-8 of the Registrant (registration no. 333-74162), but excludes the amount of registration
fees related thereto, which has been previously paid and hereby is being carried forward.
(4)
Previously reported amount of $41.09 was incorrectly stated on the
Registration Statement on Form S-8 filed on May 21, 2004. Refer to Explanatory Note included herein for further
discussion.
(5)
The deferred compensation obligations are unsecured obligations of the Registrant to pay deferred
compensation in the future in accordance with the terms of the Registrant’s
Deferred Stock Unit Plan for Non-Employee Directors and Selected Executives (the
“Deferred Plan”).
2
On May 21, 2004, Advance Auto Parts, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (registration no. 333-115772) (the “Prior Registration Statement”). The Registrant hereby files this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to correct a typographical error set forth in the Prior Registration Statement regarding the Proposed Maximum Aggregate Offering Price (the “Proposed Maximum Aggregate Offering Price”) for the registration of 5,746,847 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Registrant set forth in the Calculation Of Registration Fee table, which has been corrected to indicate that the Proposed Maximum Aggregate Offering Price is $184,905,000. Additionally, the opinion of Bingham McCutchen LLP filed as Exhibit 5.1 to the Prior Registration Statement is being re-filed herewith, in order to correct a typographical error to indicate that the prior Registration Statement covers 5,746,847 shares of Common Stock.
| 5.1 | Opinion of Bingham McCutchen LLP as to the legality of the common stock and deferred compensation obligations registered hereby |
| 23.1 | Consent of Bingham McCutchen LLP (included in Exhibit 5.1) |
3
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 Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roanoke, Commonwealth of Virginia, on this 25th day of May, 2004.
| ADVANCE AUTO PARTS, INC. | ||
| By: | /s/ Jeffrey T. Gray | ||
| Jeffrey T. Gray | |||
| Senior Vice President and | |||
| Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title(s) | Date |
| * | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
May 25, 2004 |
| Lawrence P. Castellani |
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| Signature | Title(s) | Date |
| /s/ Jeffrey T. Gray | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
May 25, 2004 |
| Jeffrey T. Gray | ||
| * | Director | May 25, 2004 |
| John C. Brouillard | ||
| * | Director | May 25, 2004 |
| Gilbert T. Ray | ||
| * | Director | May 25, 2004 |
| John M. Roth | ||
| * | Director | May 25, 2004 |
| Carlos A. Saladrigas | ||
| * | Director | May 25, 2004 |
| William L. Salter | ||
| * | Director | May 25, 2004 |
| Francesca Spinelli, PhD | ||
| * | Director | May 25, 2004 |
| Nicholas F. Taubman | ||
| *By: /s/ Jeffrey T. Gray | ||
| as attorney-in-fact |
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| 5.1 | Opinion of Bingham McCutchen LLP as to the legality of the common stock and deferred compensation obligations registered hereby |
| 23.1 | Consent of Bingham McCutchen LLP (included in Exhibit 5.1) |
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