Virginia
(State
or other jurisdiction
of
incorporation or organization)
|
54-1821055
(I.R.S.
Employer
Identification
No.)
|
12800
Tuckahoe Creek Parkway
Richmond,
Virginia
(Address
of Principal Executive Offices)
|
23238
(Zip
Code)
|
Title
of securities
to
be registered
|
Amount
to be
registered
|
Proposed
maximum offering price per
share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
Common
Stock, par value $0.50 per share
|
1,000,000
(1)
|
$34.695
(2)
|
$34,695,000
(2)
|
$3,713
|
Rights
to Purchase Cumulative Participating Preferred Stock, Series
A
|
(3)
|
(3)
|
(3)
|
(3)
|
(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 ($35.00) and low
($34.39)
per share sales prices of CarMax, Inc. Common Stock reported on
the New
York Stock Exchange on July 7,
2006.
|
(3) |
The
Rights to Purchase Cumulative Participating Preferred Stock, Series
A,
will be attached to and will trade with the shares of Common Stock
of the
Registrant. The value attributable to such Rights, if any, will
be
reflected in the market price of the shares of Common Stock. No
additional
registration fee is
required.
|
(1) |
the
Registrant’s Annual Report on Form 10-K for the fiscal year ended February
28, 2006 (the “Form 10-K”);
|
(2) |
the
portions of the Registrant’s definitive Proxy Statement for the Annual
Meeting of Shareholders held on June 20, 2006 that have been incorporated
by reference into the Form 10-K;
|
(3) |
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31,
2006;
|
(4) |
the
Registrant’s Current Reports on Form 8-K filed on March 3, 2006, March 23,
2006, April 28, 2006, May 26, 2006, June 22, 2006 and June 28, 2006;
and
|
(5) |
the
description of the Registrant’s Common Stock contained in the Registration
Statement on Form 8-A filed on August 7, 2002, under Section 12(b)
of the
Exchange Act.
|
4.1 |
CarMax,
Inc. Amended and Restated Articles of Incorporation, effective June
6,
2002, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K,
filed October 3, 2002 (Filed No. 1-31420), is incorporated by this
reference.
|
4.2 |
CarMax,
Inc. Articles of Amendment to the Amended and Restated Articles of
Incorporation, effective June 6, 2002, filed as Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K, filed October 3, 2002 (File No.
1-31420), is incorporated by this
reference.
|
4.3 |
CarMax,
Inc. Bylaws, as amended and restated April 24, 2006, filed as Exhibit
3.1
to the Registrant’s Current Report on Form 8-K, filed April 28, 2006 (File
No. 1-31420), is incorporated by this
reference.
|
4.4 |
Rights
Agreement dated as of May 21, 2002, between CarMax, Inc. and Wells
Fargo
Bank Minnesota, N.A., as Rights Agent, filed as Exhibit 4.1 to the
Registrant’s Registration Statement on Form S-4/A filed June 6, 2002 (File
No. 333-85240), is incorporated by this
reference.
|
4.5 |
CarMax,
Inc. Amended and Restated 2002 Employee Stock Purchase Plan, as amended
and restated effective July 1, 2006, filed as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K, filed June 22, 2006 (File No.
1-31420), is incorporated by this
reference.
|
5.1 |
Opinion
of Williams Mullen.*
|
23.1 |
Consent
of Williams Mullen (included in Exhibit
5.1).*
|
23.2 |
Consent
of KPMG LLP.*
|
24.1 |
Powers
of Attorney.*
|
(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, as amended (the “Securities
Act”);
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective
date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
|
(iii) |
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
provided,
however,
that paragraphs (1)(i) and (1)(ii) 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 Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that
are incorporated by reference in the registration
statement.
|
(2) |
That,
for the purpose of determining any liability under the Securities
Act,
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.
|
Signature
|
Title
|
Date
|
/s/
Thomas J. Folliard
|
President
and Chief Executive
|
July
11, 2006
|
Thomas
J. Folliard
|
Officer
and Director
(Principal
Executive Officer)
|
|
/s/
Keith D. Browning
|
Executive
Vice President, Chief
|
July
11, 2006
|
Keith
D. Browning
|
Financial
Officer and Secretary and Director
(Principal
Financial Officer and Principal Accounting Officer)
|
|
*
|
Chairman
of the Board of
|
July
11, 2006
|
Richard
L. Sharp
|
Directors
|
|
*
|
Director
|
July
11, 2006
|
James
F. Clingman, Jr
|
|
|
*
|
Director
|
July
11, 2006
|
Jeffrey
E. Garten
|
|
|
*
|
Director
|
July
11, 2006
|
W.
Robert Grafton
|
|
Signature
|
Title
|
Date
|
*
|
Director
|
July
11, 2006
|
William
S. Kellogg
|
||
*
|
Director
|
July
11, 2006
|
Hugh
G. Robinson
|
|
|
*
|
Director
|
July
11, 2006
|
Thomas
G. Stemberg
|
||
*
|
Director
|
July
11, 2006
|
Vivian
M. Stephenson
|
||
*
|
Director
|
July
11, 2006
|
Beth
A. Stewart
|
||
*
|
Director
|
July
11, 2006
|
William
R. Tiefel
|
Date:
July 11, 2006
|
/s/
Keith D. Browning
|
Keith
D. Browning
|
|
Attorney-in-Fact
|
Exhibit
Number
|
Description
of Exhibit
|
4.1
|
CarMax,
Inc. Amended and Restated Articles of Incorporation, effective
June 6,
2002, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K,
filed October 3, 2002 (Filed No. 1-31420), is incorporated by this
reference.
|
4.2
|
CarMax,
Inc. Articles of Amendment to the Amended and Restated Articles
of
Incorporation, effective June 6, 2002, filed as Exhibit 3.2 to
the
Registrant’s Current Report on Form 8-K, filed October 3, 2002 (File No.
1-31420), is incorporated by this reference.
|
4.3
|
CarMax,
Inc. Bylaws, as amended and restated January 18, 2005, filed as
Exhibit
3.1 to the Registrant’s Current Report on Form 8-K, filed January 21, 2005
(File No. 1-31420), is incorporated by this reference.
|
4.4
|
CarMax,
Inc. Amended and Restated 2002 Employee Stock Purchase Plan, as
amended
and restated effective July 1, 2006, filed as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K, filed June 22, 2006 (File No.
1-31420), is incorporated by this reference.
|
5.1
|
Opinion
of Williams Mullen.*
|
23.1
|
Consent
of Williams Mullen (included in Exhibit 5.1).*
|
23.2
|
Consent
of KPMG LLP.*
|
24.1
|
Powers
of Attorney.*
|
*Filed
herewith
|
|