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Pep Boys Manny Moe & Jack of Puerto Rico Inc, et al. – ‘S-3MEF’ on 12/8/04

On:  Wednesday, 12/8/04, at 5:44pm ET   ·   Effective:  12/8/04   ·   Accession #:  1047469-4-36516   ·   File #s:  333-109625, 333-121091, -01, -02, -03

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/08/04  Pep Boys Manny Moe & Jack of… Inc S-3MEF     12/08/04    3:67K                                    Merrill Corp/New/FA
          Pep Boys Manny Moe & Jack of Delaware Inc
          Pep Boys Manny Moe & Jack of California
          Pep Boys Manny Moe & Jack

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities               HTML     58K 
 2: EX-5.1      Opinion re: Legality                                HTML     18K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      8K 

As filed with the Securities and Exchange Commission on December 8, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

The Pep Boys—Manny, Moe & Jack
(Exact name of registrant as specified in its charter)

3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
(215) 430-9000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

See Table of Additional Registrants

Brian D. Zuckerman, Esq.
Vice President, General Counsel and Secretary
The Pep Boys—Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132
(215) 430-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of each registrant)

Please address a copy of all communications to:
James W. McKenzie, Jr., Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-109625

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

(1)

These offered securities may be sold separately, together or as units with other offered securities.

(2)

Such indeterminate number or amount of Common Stock, Debt Securities, Warrants, Stock Purchase Contracts and Stock Purchase Units of The Pep Boys—Manny, Moe & Jack as may from time to time be issued at indeterminate prices, in U.S. Dollars or the equivalent thereof denominated in foreign currencies or units of two or more foreign currencies or composite currencies (such as European Currency Units). In no event will the aggregate maximum offering price of all securities issued pursuant to this registration statement exceed $15,000,000, or if any Debt Securities are issued with original issue discount, such greater amount as will result in an aggregate offering price of $15,000,000.

(3)

Estimated solely for purposes of calculating the registration fee.

(4)

Pursuant to Rule 457(o) under the Securities Act of 1933, which permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed, the table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price. The aggregate public offering price of securities sold will not exceed $15,000,000 (see Note 2 above). Unless otherwise indicated in an amendment to this filing, no separate consideration will be received for Common Stock or Debt Securities that are issued upon conversion or exchange of Debt Securities registered hereunder.

(5)

Includes common stock purchase rights which are attached to, and trade and transfer with, the Common Stock. Prior to the occurrence of certain events, such rights will not be exercisable or evidenced separately from the Common Stock. Also includes such presently indeterminate number of shares of Common Stock as may be issued (a) upon conversion of or exchange for any Debt Securities that provide for conversion or exchange into Common Stock, (b) upon exercise of warrants to purchase Common Stock or (c) pursuant to Stock Purchase Contracts. Also includes an indeterminate number or amount of offered securities as may be issued in connection with Stock Purchase Units.

(6)

Subject to Note 2, such indeterminate principal amount of Debt Securities (which may be senior or subordinated).

(7)

Pursuant to Rule 457(n) under the Securities Act of 1933, no additional consideration will be received for the guarantees by The Pep Boys Manny Moe & Jack of California, Pep Boys—Manny, Moe & Jack of Delaware, Inc. and Pep Boys—Manny, Moe & Jack of Puerto Rico, Inc. and no separate fee is payable with respect to the guarantees.

ADDITIONAL REGISTRANTS

Incorporation By Reference of Registration Statement on Form S-3, File No. 333-109625.

        The Pep Boys—Manny, Moe & Jack (the "Registrant") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3, as amended (File No. 333-109625), filed with the Securities and Exchange Commission, and declared effective on November 10, 2003, by the Securities and Exchange Commission, including each of the documents filed by the Registrant with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein.

PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

        All exhibits filed with or incorporated by reference in Registration Statement No. 333-109625 are incorporated by reference into, and shall be deemed a part of this Registration Statement, except the following which are filed herewith or specifically incorporated by reference herein from Registration Statement No. 333-109625. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference.

(1)

Except as set forth herein, included on signature pages to Registration Statement on Form S-3 (File No. 333-109625) filed with the Securities and Exchange Commission and declared effective on November 10, 2003.

2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 pursuant to Rule 462(b) and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 8th day of December, 2004.

        Pursuant to the requirements of the Securities Act of 1933, as amended, and, pursuant to Rule 462(b), this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 pursuant to Rule 462(b) and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 8th day of December, 2004.

        Pursuant to the requirements of the Securities Act of 1933, as amended, and, pursuant to Rule 462(b), this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 pursuant to Rule 462(b) and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 8th day of December, 2004.

        Pursuant to the requirements of the Securities Act of 1933, as amended, and, pursuant to Rule 462(b), this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 pursuant to Rule 462(b) and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on the 8th day of December, 2004.

        Pursuant to the requirements of the Securities Act of 1933, as amended, and, pursuant to Rule 462(b), this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-3MEF’ Filing		Date		Other Filings
Filed on / Effective on:		12/8/04		8-K
		11/10/03
				List all Filings

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Filing Submission 0001047469-04-036516   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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