As filed with the Securities and Exchange Commission on November 20, 2001
Registration No. 333-71916
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
COPART, INC.
(Exact name of registrant as specified in its charter)
| California (State or other jurisdiction of incorporation or organization) |
5012 (Primary Standard Industrial Classification Code Number) |
94-2867490 (I.R.S. Employer Identification Number) |
5500 E. Second Street
Benicia, California, 94510
(707) 748-5000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Willis J. Johnson
Chief Executive Officer
Copart, Inc.
5500 E. Second Street
Benicia, California, 94510
(707) 748-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| John B. Goodrich, Esq. Thomas J. Lorr, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
Thomas R. Brome, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /
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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(3) | ||||
| Common Stock, no par value | 4,600,000 | $31.265 | $143,819,000 | $35,955 | ||||
This Post-Effective Amendment No. 1 to the Registration Statement filed by Copart, Inc. on form S-3 is being filed subsequent to the effectiveness of the Registration Statement to submit an underwriting agreement.
The Registrant hereby modifies Item 16 of Part II of the Registration Statement for the sole purpose of filing a final version of the following exhibit, which has not previously been filed.
| Exhibit Number |
Description |
|
|---|---|---|
| 1.1 | Underwriting Agreement dated November 13, 2001. |
1
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Benicia, State of California on this 20th day of November, 2001.
| COPART, INC. | ||||
By: |
/s/ PAUL A. STYER |
|||
| Paul A. Styer Senior Vice President |
||||
In accordance with the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ WILLIS J. JOHNSON* Willis J. Johnson |
Chief Executive Officer and Director (Principal Executive Officer) | November 20, 2001 | ||
/s/ WAYNE R. HILTY* Wayne R. Hilty |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
November 20, 2001 |
||
/s/ A. JAYSON ADAIR* A. Jayson Adair |
Director |
November 20, 2001 |
||
/s/ HAROLD BLUMENSTEIN* Harold Blumenstein |
Director |
November 20, 2001 |
||
/s/ JAMES GROSFELD* James Grosfeld |
Director |
November 20, 2001 |
||
/s/ JAMES E. MEEKS* James E. Meeks |
Director |
November 20, 2001 |
||
/s/ MARVIN L. SCHMIDT* Marvin L. Schmidt |
Director |
November 20, 2001 |
||
/s/ JONATHAN VANNINI* Jonathan Vannini |
Director |
November 20, 2001 |
*By: |
/s/ PAUL A. STYER Paul A. Styer Attorney-in-fact |
2
| Exhibit Number |
Description |
|
|---|---|---|
| 1.1 | Underwriting Agreement dated November 13, 2001. | |
5.1 |
† |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 |
† |
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). |
23.2 |
† |
Consent of KPMG LLP. |
24.1 |
† |
Power of Attorney. |