Filed with the Securities and Exchange Commission on May ____, 2001
Securities Act Registration No. 333-_______
FORM S-8
Post Effective Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
| Oregon | 93-0572810 |
| (State of Incorporation) |
(I.R.S. Employer Identification No.) |
| 360 E. Jackson St., Medford, Oregon | 97501 |
| (Address of Principal Executive Offices) | (Zip Code) |
1997
NON-DISCRETIONARY STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Sidney B. DeBoer, Chief Executive Officer
360 E. Jackson St.
Medford, Oregon 97501
(541) 776-6899
(Name, address and telephone number of agent for service)
Copies to:
Kenneth E. Roberts, Esq.
Foster Pepper & Shefelman LLP
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
The 1997 Non-Discretionary Stock Option Plan for Non-Employee Directors (the “Plan”) of Lithia Motors, Inc. has been replaced by a new plan and the shareholders have approved the termination of this Plan. All options granted pursuant to this plan have fully vested in the participants and no additional grants will be made under this Plan. The purpose of this Post Effective Amendment No. 1 is to remove from registration the remaining 3,000 shares of Class A Common Stock previously registered under this Plan that remained unallocated upon termination of the Plan.
SIGNATURES
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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, which has also been duly authorized, in the City of Medford, State of Oregon, on the 17th day of May 2001.
| LITHIA MOTORS, INC. |
|
| By: /s/ Sidney B. DeBoer | |
| Sidney B. DeBoer, Chairman of the Board Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| By: /s/ Sidney B. DeBoer | Date: May 17, 2001 |
| Sidney B. DeBoer Chief Executive Officer and Chairman of the Board of Directors |
|
| By: /s/ M.L. Dick Heimann | Date: May 17, 2001 |
| M.L. Dick Heimann President, Chief Operating Officer, Director |
|
| By: /s/ R. Bradford Gray | Date: May 17, 2001 |
| R. Bradford Gray Director |
|
| By: /s/ Thomas Becker | Date: May 17, 2001 |
| Thomas Becker Director |
|
| By: /s/ William Young | Date: May 17, 2001 |
| William Young Director |
|
| By: /s/ W. Douglas Moreland | Date: May 17, 2001 |
| W. Douglas Moreland Director |
|
| By: /s/ Gerald F. Taylor | Date: May 17, 2001 |
| Gerald F. Taylor Director |
|
| By: /s/ Jeffrey B. DeBoer | Date: May 17, 2001 |
| Jeffrey B. DeBoer Senior Vice President, Chief Financial Officer (Chief Accounting and Financial Officer) |