UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CARMAX, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| | |
Virginia | | 54-1821055 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
12800 Tuckahoe Creek Parkway Richmond, Virginia | | 23238 |
(Address of Principal Executive Offices) | | (Zip Code) |
CARMAX, INC. 2002 STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED JUNE 27, 2023)
(Full title of the plan)
John M. Stuckey
Vice President, Deputy General Counsel and Corporate Secretary
CarMax, Inc.
12800 Tuckahoe Creek Parkway
Richmond, Virginia 23238
(Name and address of agent for service)
(804) 747-0422
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed solely for the purpose of registering 2,000,000 shares of common stock, par value $0.50 per share (“Common Stock”), of CarMax, Inc. (the “Registrant”) to be offered to participants under the Registrant’s 2002 Stock Incentive Plan, as amended (the “Plan”). The shares registered on this Registration Statement are in addition to the shares previously registered on Registrant's Registration Statements on Form S-8 with respect to the Plan filed with the Commission on July 30, 2009 (Registration No. 333-160912 registering 4,700,000 shares of Common Stock), August 28, 2012 (Registration No. 333-183594 registering 11,000,000 shares of Common Stock), June 29, 2016 (Registration No. 333-212310 registering 5,000,000 shares of Common Stock), June 27, 2019 (Registration No. 333-232394 registering 4,150,000 shares of Common Stock), and June 23, 2020 (Registration No. 333-239438 registering 1,500,000 shares of Common Stock) (collectively, the "Prior Registration Statements"). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Registrant hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| | | | | |
Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and made a part hereof, to the extent that such documents are considered filed with the Commission:
(2)the portions of the Registrant’s definitive Proxy Statement, filed on May 11, 2023, for the Annual Meeting of Shareholders held on June 27, 2023 that have been incorporated by reference into the Form 10-K for the fiscal year ended February 28, 2023; All documents subsequently filed by the Registrant 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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, to the extent that such documents are considered filed with the Commission. Any statement contained herein or in a document incorporated or deemed to be 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 herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier 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 5. | Interests of Named Experts and Counsel. |
Troutman Pepper Hamilton Sanders LLP, counsel to the Registrant, has rendered its opinion that the shares of Common Stock registered hereunder for sale pursuant to the Registration Statement and the terms and conditions of the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated as of June 27, 2023, will be, when issued in accordance with the foregoing, validly issued, fully paid and non-assessable.
The Exhibits to this Registration Statement are listed in the Exhibit Index of this Registration Statement, which index is incorporated herein by reference.
EXHIBIT INDEX
| | | | | | | | | | | |
| | |
| | | CarMax, Inc. Amended and Restated Articles of Incorporation, effective June 24, 2013, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed June 28, 2013 (File No. 1-31420), is incorporated by this reference. |
| |
| | | CarMax, Inc. Bylaws, as amended and restated April 28, 2020, filed as Exhibit 3.1 to CarMax’s Current Report on Form 8-K, filed May 1, 2020 (File No. 1-31420), is incorporated by this reference. |
| |
| | | Opinion of Troutman Pepper Hamilton Sanders LLP.* |
| |
| | | CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 27, 2023, filed as Exhibit 10.1 to CarMax's Current Report on Form 8-K, filed on June 28, 2023 (File No. 1-31420), is incorporated by this reference. |
| |
| | | Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1). * |
| |
| | | Consent of KPMG LLP.* |
| |
| | | Powers of Attorney.* |
| | | |
| | | Filing Fee Table* |
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Goochland County, Commonwealth of Virginia, on this 29th day of June, 2023.
| | | | | | | | |
| | |
CARMAX, INC. |
| |
By: | | /s/ William D. Nash |
| | William D. Nash |
| | President and Chief Executive Officer |
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 date indicated.
| | | | | | | | | | | | | | |
| | | | |
Signature | | Title | | Date |
| | |
/s/ William D. Nash
| | President, Chief Executive Officer and Director | | June 29, 2023 |
William D. Nash
| | | | |
| | |
/s/ Enrique N. Mayor-Mora | | Executive Vice President and Chief Financial Officer | | June 29, 2023 |
Enrique N. Mayor-Mora
| | | | |
| | |
/s/ Jill A. Livesay
| | Vice President and Chief Accounting Officer | | June 29, 2023 |
Jill A. Livesay
| | | | |
| | | | | | | | | | | | | | |
| | | | |
Signature | | Title | | Date |
| | |
* | | Director | | June 29, 2023 |
Peter J. Bensen
| | | | |
| | |
* | | Director | | June 29, 2023 |
Ronald E. Blaylock
| | | | |
| | |
* | | Director | | June 29, 2023 |
| | | | | | | | | | | | | | |
Sona Chawla
| | | | |
| | |
* | | Director | | June 29, 2023 |
Thomas J. Folliard
| | | | |
| | |
* | | Director | | June 29, 2023 |
Shira Goodman
| | | | |
| | |
* | | Director | | June 29, 2023 |
David W. McCreight
| | | | |
| | | | |
* | | Director | | June 29, 2023 |
Mark F. O'Neil
| | | | |
| | |
* | | Director | | June 29, 2023 |
Pietro Satriano
| | | | |
| | |
* | | Director | | June 29, 2023 |
Marcella Shinder
| | | | |
| | |
* | | Director | | June 29, 2023 |
Mitchell D. Steenrod
| | | | |
| | | | |
| | | | |
| | | | |
| | | | | |
* | Enrique N. Mayor-Mora, by signing his name hereto, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission as part of this Registration Statement. |
| | | | | | | | | | | | | | |
| | | | |
| | |
Date: June 29, 2023 | | | | /s/ Enrique N. Mayor-Mora |
| | | | Enrique N. Mayor-Mora |
| | | | Attorney-in-Fact |
Calculation of Filing Fee Table
FORM S-8
(Form Type)
CARMAX, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1-Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price(2) | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.50 per share (“Common Stock”) | Rule 457(c) and Rule 457(h) | 2,000,000 shares | $77.86 | $155,720,000.00 | $110.20 per $1,000,000 | $17,160.34 |
| Total Offering Amounts | | $155,720,000.00 | | $17,160.34 |
| Total Fee Offsets | | | | $0.00 |
| Net Fee Due | | | | $17,160.34 |
(1) The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant.
(2) Estimated solely for the purposes of calculating the registration fee as contemplated by Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as amended, and based on the average of the high ($78.68) and low ($77.03) per share sales prices of CarMax, Inc. Common Stock reported on the New York Stock Exchange on June 22, 2023.
| | |
Troutman Pepper Hamilton Sanders LLP Troutman Pepper Building, 1001 Haxall Point Richmond, VA 23219 troutman.com
|
Exhibit 5.1
June 29, 2023
CarMax, Inc.
12800 Tuckahoe Creek Parkway
Richmond, Virginia 23238
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to CarMax, Inc., a Virginia corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to register 2,000,000 shares of common stock, par value $0.50 per share of the Company (the “Shares”) issuable by the Company from time to time pursuant to the Company’s 2002 Stock Incentive Plan (as amended and restated June 27, 2023) (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.
In connection herewith, we have assumed that all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the Plan (assuming that, upon any issuance of the Shares, the total number of shares of common stock issued and outstanding will not exceed the total number of shares of common stock that the Company is then authorized to issue under its Articles of Incorporation), the Shares will be legally issued, fully paid and non-assessable.
We do not render any opinions except as set forth above. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Troutman Pepper Hamilton Sanders LLP
Troutman Pepper Hamilton Sanders LLP
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated April 13, 2023, with respect to the consolidated financial statements of CarMax, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Richmond, Virginia
June 29, 2023
CarMax, Inc.
Power of Attorney
The undersigned hereby constitutes and appoints William D. Nash and Enrique N. Mayor-Mora his attorney-in-fact, each with full power to act without the other, to execute on his or her behalf, individually and in his or her capacity as a director of CarMax, Inc., and to file any documents referred to below relating to the registration of 2,000,000 shares of CarMax, Inc. Common Stock to be issued pursuant to the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated June 27, 2023, such documents being: one or more registration statements on Form S-8, or any other appropriate form, to be filed with the Securities and Exchange Commission (including any registration statement related to the transactions contemplated hereby that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933); such statements with, and/or applications to, the regulatory authorities of any state in the United States as may be necessary to permit such shares and rights to be offered in such states; any and all other documents required to be filed with respect thereto with any regulatory authority; and any and all amendments (pre-effective and post-effective) to any of the foregoing, with all exhibits and documents required to be filed in connection therewith.
The undersigned further grants unto such attorneys-in-fact, and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as he himself or she herself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the date indicated below.
| | | | | | | | | | | | | | |
| | | | |
Signature | | Title | | Date |
| | |
/s/ Peter J. Bensen | | Director | | June 19, 2023 |
Peter J. Bensen
| | | | |
| | |
/s/ Ronald E. Blaylock | | Director | | June 20, 2023 |
Ronald E. Blaylock
| | | | |
| | |
/s/ Sona Chawla | | Director | | June 19, 2023 |
Sona Chawla
| | | | |
| | |
| | | | | | | | | | | | | | |
/s/ Thomas J. Folliard | | Director | | June 19, 2023 |
Thomas J. Folliard
| | | | |
| | |
/s/ Shira Goodman | | Director | | June 20, 2023 |
Shira Goodman
| | | | |
| | |
/s/ David W. McCreight | | Director | | June 19, 2023 |
David W. McCreight
| | | | |
| | | | |
/s/ Mark F. O'Neil | | Director | | June 19, 2023 |
Mark F. O'Neil
| | | | |
| | |
/s/ Pietro Satriano | | Director | | June 20, 2023 |
Pietro Satriano
| | | | |
| | |
/s/ Marcella Shinder | | Director | | June 20, 2023 |
Marcella Shinder
| | | | |
| | |
/s/ Mitchell D. Steenrod | | Director | | June 19, 2023 |
Mitchell D. Steenrod
| | | | |
| | | | |
| | | | |
| | | | |
CarMax (NYSE:KMX)
過去 株価チャート
から 12 2024 まで 1 2025
CarMax (NYSE:KMX)
過去 株価チャート
から 1 2024 まで 1 2025
