Registration No. 333-128775
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-128775
Under The Securities Act of 1933
CSK AUTO CORPORATION
CSK AUTO, INC.
CSKAUTO.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 86-0765798 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 645 E. Missouri Ave., Suite 400 Phoenix, Arizona |
85012 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Thomas McFall
CSK Auto Corporation
645 E. Missouri Ave., Suite 400
Phoenix, Arizona 85012
(Name and Address of Agent for Service)
(602) 265-9200
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Peter C. Krupp, Esq.
Kimberly A. deBeers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
TERMINATION OF REGISTRATION
This Post-Effective Amendment (the “Amendment”), filed by CSK Auto Corporation (the “Company”), deregisters all securities that had been registered for issuance under the Company’s Registration Statement on Form S-3 (File No. 333-128775, which was filed with the Securities and Exchange Commission on October 3, 2005 and became effective on January 13, 2006) (the “Registration Statement”) that remain unsold upon termination of the offering covered by the Registration Statement.
On July 11, 2008, pursuant to the Agreement and Plan of Merger, dated as of April 1, 2008, among O’Reilly Automotive, Inc., a Missouri corporation (“O’Reilly”), OC Acquisition Company, a Delaware corporation and an indirect wholly-owned subsidiary of O’Reilly (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as an indirect wholly-owned subsidiary of O’Reilly. The Merger became effective on July 11, 2008 as a result of the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. As a result, the Company has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with undertakings made by the Company in the Registration Statement, the Company hereby removes from registration all securities under the Registration Statement which remained unsold as of the effective time of the Merger.
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Springfield, Missouri, on July 29, 2008.
| CSK AUTO CORPORATION | ||
| By: | /s/ Gregory Henslee | |
| Gregory Henslee | ||
| 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 dates indicated:
| Signature |
Title |
Date | ||
| /s/ Gregory Henslee |
Chief Executive Officer and Director (Principal Executive Officer) |
July 29, 2008 | ||
| Gregory Henslee |
||||
| /s/ Thomas McFall |
Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
July 29, 2008 | ||
| Thomas McFall |
||||
| /s/ David O’Reilly |
Director | July 29, 2008 | ||
| David O’Reilly |
||||
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Springfield, Missouri, on July 29, 2008.
| CSK AUTO, INC. | ||
| By: | /s/ Gregory Henslee | |
| Gregory Henslee | ||
| 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 dates indicated:
| Signature |
Title |
Date | ||
| /s/ Gregory Henslee |
Chief Executive Officer and Director (Principal Financial Officer) |
July 29, 2008 | ||
| Gregory Henslee |
||||
| /s/ Thomas McFall |
Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
July 29, 2008 | ||
| Thomas McFall |
||||
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Springfield, Missouri, on July 29, 2008.
| CSKAUTO.COM, INC. | ||
| By: | /s/ Gregory Henslee | |
| Gregory Henslee | ||
| 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 dates indicated:
| Signature |
Title |
Date | ||
| /s/ Gregory Henslee |
Chief Executive Officer and Director (Principal Financial Officer) |
July 29, 2008 | ||
| Gregory Henslee |
||||
| /s/ Thomas McFall |
Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
July 29, 2008 | ||
| Thomas McFall |
||||