GENUINE PARTS COMPANY
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As filed with the Securities and Exchange Commission on April 18, 2006.
Registration No. 333-_____
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Genuine Parts Company
(Exact Name of Registrant as Specified in Its Charter)
 
     
Georgia   58-0254510
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
2999 Circle 75 Parkway
Atlanta, Georgia 30339
(770) 953-1700

(Address of Principal Executive Offices, Including Zip Code and Telephone Number)
Genuine Parts Company 2006 Long-Term Incentive Plan
(Full Title of the Plan)
     
    Copy to:
JERRY W. NIX   LAURA G. THATCHER
Vice Chairman and Chief Financial Officer   Alston & Bird LLP
Genuine Parts Company   One Atlantic Center
2999 Circle 75 Parkway   1201 West Peachtree Street, NW
Atlanta, Georgia 30339   Atlanta, Georgia 30309-3424
(770) 953-1700   (404) 881-7546
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)    
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed     Proposed        
                  Maximum     Maximum        
  Title of Securities     Amount to     Offering Price     Aggregate     Amount of  
  to be Registered     be Registered     Per Share     Offering Price     Registration Fee  
 
Common Stock, $1.00 par value
      8,000,000 (1)     $ 44.82 (2)     $ 358,560,000 (2)     $ 38,365.92    
 
(1)   Amount to be registered consists of an aggregate of 8,000,000 shares of Genuine Parts Company (the “Company”) common stock to be issued pursuant to the grant or exercise of awards under the Genuine Parts Company 2006 Long-Term Incentive Plan (the “Plan”), including additional shares of Company common stock that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.
 
(2)   Determined in accordance with Rule 457(h) under the Securities Act of 1933, as amended, the registration fee calculation is based on the average of the high and low prices of the Company’s common stock as reported on the New York Stock Exchange on April 12, 2006.
 
 

 


TABLE OF CONTENTS

PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF COUNSEL
EX-23.2 CONSENT OF ERNST & YOUNG LLP


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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
          (a) The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
          (b) Upon written or oral request, Genuine Parts Company (the “Company”) will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Carol B. Yancey, Senior Vice President—Finance and Corporate Secretary, at the address and telephone number on the cover of this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
     The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference into this Registration Statement:
     (1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005;
     (2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2005;
     (3) The description of common stock contained in the Company’s registration statement filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description; and
     (4) All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.
     Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference 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.

 


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Item 4. Description of Securities.
     Not applicable.
Item 5. Interests of Named Experts and Counsel.
     Not applicable.
Item 6. Indemnification of Directors and Officers.
     As provided under Georgia law, the Company’s Amended and Restated Articles of Incorporation provide that a director shall not be personally liable to the corporation or its shareholders for monetary damages for breach of duty of care or any other duty owed to the corporation as a director, except that such provision shall not eliminate or limit the liability of a director (a) for any appropriation, in violation of his duties, of any business opportunity of the corporation, (b) for acts or omissions which involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions, or (d) for any transaction from which the director received an improper benefit.
      Under its Amended and Restated By-Laws, the Company is required to indemnify its directors to the full extent permitted by Georgia law. The Georgia Business Corporation Code provides that a corporation may indemnify its directors, officers, employees and agents against judgments, fines, penalties, amounts paid in settlement, and reasonable expenses, including attorney’s fees, resulting from various types of legal actions or proceedings, including, but not limited to any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal, if the actions of the party being indemnified meet the standards of conduct specified therein. Determination concerning whether or not the applicable standard of conduct has been met can be made by (a) the Board of Directors by a majority vote of all the disinterested directors, if there are at least two disinterested directors, (b) a majority vote of a committee of two or more disinterested directors, (c) special legal counsel, or (d) an affirmative vote of a majority of shares held by disinterested shareholders. No indemnification shall be made (i) in connection with a proceeding by or in the right of the Company, except for reasonable expenses incurred in connection with the proceeding if it is determined that the indemnitee has met the relevant standard of conduct, or (ii) in connection with any other proceeding in which such person was adjudged liable on the basis that personal benefit was improperly received by him.
Item 7. Exemption from Registration Claimed.
     Not applicable.
Item 8. Exhibits.
     See Exhibit Index, which is incorporated here by reference.

 


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Item 9. Undertakings.
     (a) The undersigned Company hereby undertakes:
          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
          (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
          (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
          (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
     (b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful

 


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defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(signatures on following page)

 


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia, on April 18, 2006.
         
  Genuine Parts Company
 
 
  By:   /s/ Jerry W. Nix    
    Jerry W. Nix   
    Vice Chairman and Chief Financial Officer   
 
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas C. Gallagher and Carol B. Yancey, and each of them, 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 or all amendments (including post-effective 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 to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of the, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
     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.
         
Signature   Title   Date
/s/ Thomas C. Gallagher
 
Thomas C. Gallagher
  Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)   April 17, 2006
/s/ Jerry W. Nix
 
Jerry W. Nix
  Vice Chairman of the Board of Directors and Chief Financial Officer (Principal Financial Officer)   April 17, 2006
/s/ Mary B. Bullock
 
Mary B. Bullock
  Director   April 17, 2006

 


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/s/ Richard W. Courts II
 
Richard W. Courts II
  Director   April 17, 2006
/s/ Jean Douville
 
Jean Douville
  Director   April 17, 2006
/s/ John D. Johns
 
John D. Johns
  Director   April 17, 2006
/s/ Michael M. E. Johns
 
Michael M. E. Johns
  Director   April 17, 2006
/s/ J. Hicks Lanier
 
J. Hicks Lanier
  Director   April 17, 2006
/s/ Wendy B. Needham
 
Wendy B. Needham
  Director   April 17, 2006
/s/ Larry L. Prince
 
Larry L. Prince
  Director   April 17, 2006
/s/ Gary W. Rollins
 
Gary W. Rollins
  Director   April 17, 2006
/s/ Lawrence G. Steiner
 
Lawrence G. Steiner
  Director   April 17, 2006

 


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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
     
Exhibit Number   Description
4.1
  Amended and Restated Articles of Incorporation of the Company, dated April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.)
 
   
4.2
  Amended and Restated By-Laws of the Company, as amended and restated April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.)
 
   
5.1
  Opinion of Counsel.
 
   
23.1
  Consent of Counsel (included in Exhibit 5.1).
 
   
23.2
  Consent of Ernst & Young LLP.
 
   
24.1
  Power of Attorney (included on signature page).