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   <title>FORM S-8</title>
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<center><b>FORM S-8</b>
<p><font size=-1>REGISTRATION STATEMENT</font>
<br><font size=-1>UNDER THE SECURITIES ACT OF 1933</font>
<p><b>AUTOZONE, INC.</b>
<br><font size=-1>(Exact name of registrant as specified in its charter)</font></center>

<p><br>
<br>&nbsp;
<center><table CELLSPACING=0 CELLPADDING=0 COLS=2 WIDTH="80%" >
<tr>
<td>
<center><font size=-1>Nevada&nbsp;</font></center>
</td>

<td>
<center><font size=-1>62-1482048</font></center>
</td>
</tr>

<tr>
<td>
<center><font size=-1>(State or other jurisdiction of&nbsp;</font>
<br><font size=-1>incorporation or organization)&nbsp;</font></center>
</td>

<td>
<center><font size=-1>(I.R.S. Employer</font>
<br><font size=-1>Identification No.)</font></center>
</td>
</tr>
</table></center>

<center>
<p><font size=-1>123 South Front Street</font>
<br><font size=-1>Memphis, Tennessee 38103</font>
<br><font size=-1>(Address of Principal Executive Offices)(Zip Code)</font>
<br>&nbsp;
<p><b>AUTOZONE, INC. EXECUTIVE STOCK PURCHASE PLAN</b>
<br><font size=-1>(Full title of the plan)</font>
<br>&nbsp;
<p><font size=-1>Harry L. Goldsmith</font>
<br><font size=-1>Secretary</font>
<br><font size=-1>123 South Front Street</font>
<br><font size=-1>Memphis, Tennessee 38103</font>
<br><font size=-1>(Name and address of agent for service of process)</font>
<p><font size=-1>(901) 495-6500</font>
<br><font size=-1>(Telephone number, including area code,</font>
<br><font size=-1>of agent for service of process)</font>
<br>&nbsp;
<p><font size=-1>Calculation of Registration Fee</font></center>

<br>&nbsp;
<center><table CELLSPACING=4 CELLPADDING=4 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="21%">
<br><b><font size=-1>Title of securities to be registered</font></b></td>

<td VALIGN=TOP WIDTH="20%"><b><font size=-1></font></b>
<br><b><font size=-1>Amount to be</font></b>
<br><b><font size=-1>registered</font></b></td>

<td VALIGN=TOP WIDTH="20%"><b><font size=-1>Proposed maximum offering price
per unit (1)</font></b></td>

<td VALIGN=TOP WIDTH="19%"><b><font size=-1>Proposed maximum aggregate
offering price (1)</font></b></td>

<td VALIGN=TOP WIDTH="21%"><b><font size=-1></font></b>
<br><b><font size=-1>Amount of</font></b>
<br><b><font size=-1>Registration fee</font></b></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="21%"><font size=-1>Common Stock</font>
<br><font size=-1>$.01 par value</font></td>

<td VALIGN=TOP WIDTH="20%"><font size=-1>300,000</font></td>

<td VALIGN=TOP WIDTH="20%"><font size=-1>$73.84</font></td>

<td VALIGN=TOP WIDTH="19%"><font size=-1>$22,152,000.00</font></td>

<td VALIGN=TOP WIDTH="21%"><font size=-1>$5,294.32</font></td>
</tr>
</table></center>

<p><font size=-1>(1) Estimated solely for the purposes of calculating the
amount of the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and low price for shares of the Registrant's Common
Stock as reported on the New York Stock Exchange, Inc. composite tape on
December 11, 2001.</font>
<center>
<p>
<hr SIZE=3 WIDTH="100%">
<p>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
<p><b>PART I</b></center>

<p>Item 1.&nbsp;&nbsp;&nbsp;&nbsp; Plan Information
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not required to be filed with this Registration Statement.
<p>Item 2.&nbsp;&nbsp;&nbsp;&nbsp; Registration Information and Employee
Plan Annual Information
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not required to be filed with this Registration Statement.
<center>
<p>
<hr WIDTH="100%">
<br><b>PART II</b></center>

<p>Item 3.&nbsp;&nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents filed
with the Commission by AutoZone, Inc., a Nevada corporation ("AutoZone")
or the Company are incorporated as of their respective dates in this Registration
Statement by reference:
<br>&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="75%" >
<tr>
<td>a.
<br>&nbsp;</td>

<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</td>

<td>Annual Report on Form 10-K for the fiscal year ended August 25, 2001.
<br>&nbsp;</td>
</tr>

<tr>
<td>b.
<br>&nbsp;
<br>&nbsp;</td>

<td></td>

<td>Current Reports on Form 8-K dated September 18, 2001, September 25,
2001 and December 5, 2001.
<br>&nbsp;</td>
</tr>

<tr>
<td>c.
<br>&nbsp;</td>

<td></td>

<td>Definitive Proxy Statement dated November 7, 2001.
<br>&nbsp;</td>
</tr>
</table></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed by the
Company pursuant to Section 13(a) and 15(d) of the Securities and Exchange
Act of 1934 ("Exchange Act") after the date of this Registration Statement
and 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 incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
such documents.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any statement contained 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 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.
<p>Item 4.&nbsp;&nbsp;&nbsp; Description of Securities.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
<p>Item 5.&nbsp;&nbsp;&nbsp; Interests of Named Experts and Counsel
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
<p>Item 6.&nbsp;&nbsp;&nbsp; Indemnification of Directors and Officers.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's Restated Articles
of Incorporation provide that a director or officer of AutoZone shall not
be personally liable to AutoZone or its stockholders for damages of any
breach of fiduciary duty as a director or officer, except for liability
for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of distributions in violation
of Nevada Revised Statutes 78.300. In addition, Nevada Revised Statutes
78.751 and Article III, Section 13 of AutoZone's Second Amended and Restated
Bylaws ("Bylaws"), under certain circumstances, provide for the indemnification
of AutoZone's officers, directors, employees and agents against liabilities
which they may incur in such capacities. A summary of the circumstances
in which such indemnification is provided for is contained herein, but
that description is qualified in its entirety by reference to Article III,
Section 13 of AutoZone's Bylaws.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In general, any officer,
director, employee or agent shall be indemnified against expenses including
attorneys' fees, fines, settlements or judgments which were actually and
reasonably incurred in connection with a legal proceeding, other than one
brought by or on the behalf of AutoZone, to which he was a party as a result
of such relationship, if he acted in good faith, and in the manner he believed
to be in or not opposed to AutoZone's best interest and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. If the action or suit is brought by or on behalf
of AutoZone, the person to be indemnified must have acted in good faith
and in a manner he reasonably believed to be in or not opposed to AutoZone's
best interest. No indemnification will be made in respect to any claim,
issue or matter as to which such person shall have been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to AutoZone or for amounts paid in settlement to AutoZone, unless
and only to the extent that the court in which the action or suit was brought,
or other court of competent jurisdiction, determines upon application that
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any indemnification under
the previous paragraphs, unless ordered by a court or advanced as provided
in the succeeding paragraph, must be made by AutoZone only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination
must be made (i) by the stockholders, (ii) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding, (iii) if a majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding so orders,
by independent legal counsel in a written opinion, or (iv) if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
To the extent that a director, officer, employee or agent of AutoZone has
been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in the previous paragraph, or in defense of any
claim, issue or matter therein, he must be indemnified by AutoZone against
expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding
must be paid by AutoZone as they are incurred and in advance of final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or
on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled
to be indemnified by AutoZone as authorized by the Bylaws. Such expenses
incurred by other employees and agents to be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnification and advancement
of expenses authorized in or ordered by a court as provided in the foregoing
paragraphs does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the Restated
Articles of Incorporation, or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court as described in the third
preceding paragraph or for advancement of expenses made as described in
the preceding paragraph, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts involved intentional
misconduct, fraud or a knowing violation of the law and was material to
the cause of action. If a claim for indemnification or payment of expenses
under Section 13 of Article III of the Bylaws is not paid in full within
ninety (90) days of a written claim therefor has been received by AutoZone,
the claimant may file suit to recover the unpaid amount of such claim,
and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action, AutoZone shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Board of Directors may
authorize, by a vote of a majority of a quorum of the Board of Directors,
AutoZone to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of AutoZone, or is or
was serving at the request of AutoZone as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or
not AutoZone would have the power to indemnify him against such liability
under the provisions of Section 13 of Article III of the Bylaws. The Board
of Directors may authorize AutoZone to enter into a contract with any person
who is or was a director, officer, employee or agent of another partnership,
joint venture, trust or other enterprise providing for indemnification
rights equivalent to or, if the Board of Directors so determines, greater
than those provided for by Section 13 of Article III of the Bylaws.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; AutoZone has also purchased
insurance for its directors and officers for certain losses arising from
claims or charges made against them in their capacities as directors and
officers of AutoZone.
<p>Item 7.&nbsp;&nbsp;&nbsp;&nbsp; Exemption from Registration Claimed
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
<p>Item 8.&nbsp;&nbsp;&nbsp;&nbsp; Exhibits
<br>&nbsp;
<br>&nbsp;
<center><table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="80%" >
<tr>
<td>4.1
<br>&nbsp;
<br>&nbsp;</td>

<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</td>

<td>AutoZone, Inc., Executive Stock Purchase Plan (attached as Appendix
A to the definitive Proxy Statement dated November 7, 2001, which is incorporated
herein by reference).&nbsp;
<br>&nbsp;</td>
</tr>

<tr>
<td>5.1
<br>&nbsp;</td>

<td></td>

<td>Opinion of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc.
<br>&nbsp;</td>
</tr>

<tr>
<td>23.1
<br>&nbsp;</td>

<td></td>

<td>Consent of Ernst &amp; Young LLP.
<br>&nbsp;</td>
</tr>

<tr>
<td>23.2
<br>&nbsp;
<br>&nbsp;</td>

<td></td>

<td>Consent of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc. (included in the opinion filed as Exhibit 5.1).
<br>&nbsp;</td>
</tr>

<tr>
<td>24.1</td>

<td></td>

<td>Power of Attorney (incorporated in the Signature Page to this Registration
Statement).</td>
</tr>
</table></center>

<p>Item 9.&nbsp;&nbsp;&nbsp;&nbsp; Undertakings.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp; The undersigned registrant hereby undertakes:
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp; to file, during any period in which offers
or sales are being made, a post-effective amendment to this Registration
Statement:
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp; To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp; To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp; To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
<p>Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp; That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
being offered therein, and the offering of such securities at that time
shall be deemed to be an initial bona fide offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp; 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.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be an initial boa fide offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment
by the registrant of expenses incurred or paid by a director, officer or
other controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
<p>
<hr SIZE=3 WIDTH="100%">
<p><br>
<center>
<p><b>SIGNATURES</b></center>

<p>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 the City of Memphis, State of Tennessee, on December 13,
2001.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
AUTOZONE, INC.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By: <u>/s/ Steve Odland</u>
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Steven A. Odland
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Chairman, Chief Executive Officer, President and Director
<p>POWER OF ATTORNEY
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints
Harry L. Goldsmith and Donald R. Rawlins, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<p>Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following person in the capacities and
on the dates indicated:
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=7 WIDTH="638" >
<tr>
<td VALIGN=TOP WIDTH="33%"><u>Signature</u>
<br><u></u>&nbsp;</td>

<td VALIGN=TOP WIDTH="33%"><u>Title</u></td>

<td VALIGN=TOP WIDTH="33%"><u>Date</u></td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ Steve Odland</u>
<br>Steve Odland</td>

<td VALIGN=TOP WIDTH="33%">Chairman, Chief Executive Officer, President
and Director
<br>(Principal Executive Officer)</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ Robert J. Hunt</u>
<br>Robert J. Hunt</td>

<td VALIGN=TOP WIDTH="33%">Executive Vice President and&nbsp;
<br>Chief Financial Officer&nbsp;
<br>(Principal Financial Officer)</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ Tricia K .Greenberger</u>
<br>Tricia K. Greenberger</td>

<td VALIGN=TOP WIDTH="33%">Vice President and Controller (Principal Accounting
Officer)</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ Charles M. Elson&nbsp;</u>
<br>Charles M. Elson&nbsp;</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ N. Gerry House</u>
<br>N. Gerry House</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ J.R. Hyde, III</u>
<br>J.R. Hyde, III</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ James F. Keegan</u>
<br>James F. Keegan</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ Edward S. Lampert</u>
<br>Edward S. Lampert</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ W. Andrew McKenna</u>
<br>W. Andrew McKenna</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>

<tr>
<td VALIGN=TOP WIDTH="33%"><u>/s/ Michael W. Michelson</u>
<br>Michael W. Michelson</td>

<td VALIGN=TOP WIDTH="33%">Director</td>

<td VALIGN=TOP WIDTH="33%">December 13, 2001</td>
</tr>
</table>

<center>
<p>
<hr SIZE=3 WIDTH="100%">
<p><b>EXHIBIT INDEX</b></center>

<br><b></b>&nbsp;
<center><table CELLSPACING=4 CELLPADDING=4 WIDTH="80%" >
<tr>
<td>4.1</td>

<td>AutoZone, Inc. Executive Stock Purchase Plan (attached as Appendix
A to the definitive Proxy Statement dated November 7, 2001, which is incorporated
herein by reference).</td>
</tr>

<tr>
<td>5.1</td>

<td>Opinion of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc.</td>
</tr>

<tr>
<td>23.1</td>

<td>Consent of Ernst &amp; Young LLP.</td>
</tr>

<tr>
<td>23.2</td>

<td>Consent of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc.&nbsp;
<br>(included in the opinion filed as Exhibit 5.1).</td>
</tr>

<tr>
<td>24.1</td>

<td>Power of Attorney (incorporated in the Signature Page).</td>
</tr>
</table></center>

<br>&nbsp;
</body>
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[{"type": "S-8", "sequence": "1", "filename": "seight.htm", "description": "FORM S-8", "secsgml_size_bytes": 26227}]
{"company-data": {"conformed-name": "AUTOZONE INC", "cik": "0000866787", "assigned-sic": "5531", "irs-number": "621482048", "state-of-incorporation": "NV", "fiscal-year-end": "0826"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75140", "film-number": "1814003"}, "business-address": {"street1": "123 SOUTH FRONT ST", "city": "MEMPHIS", "state": "TN", "zip": "38103", "phone": "9014956500"}, "mail-address": {"street1": "P O BOX 2198", "street2": "DEPT 8074", "city": "MEMPHIS", "state": "TN", "zip": "38101-2198"}}
FORM S-8
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
Nevada
62-1482048
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
123 South Front Street
Memphis, Tennessee 38103
(Address of Principal Executive Offices)(Zip Code)
AUTOZONE, INC. EXECUTIVE STOCK PURCHASE PLAN
(Full title of the plan)
Harry L. Goldsmith
Secretary
123 South Front Street
Memphis, Tennessee 38103
(Name and address of agent for service of process)
(901) 495-6500
(Telephone number, including area code,
of agent for service of process)
Calculation of Registration Fee
Title of securities to be registered
Amount to be
registered
Proposed maximum offering price
per unit (1)
Proposed maximum aggregate
offering price (1)
Amount of
Registration fee
Common Stock
$.01 par value
300,000
$73.84
$22,152,000.00
$5,294.32
(1) Estimated solely for the purposes of calculating the
amount of the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and low price for shares of the Registrant's Common
Stock as reported on the New York Stock Exchange, Inc. composite tape on
December 11, 2001.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
PART I
Item 1.     Plan Information
Not required to be filed with this Registration Statement.
Item 2.     Registration Information and Employee
Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3.     Incorporation of Documents by Reference
The following documents filed
with the Commission by AutoZone, Inc., a Nevada corporation ("AutoZone")
or the Company are incorporated as of their respective dates in this Registration
Statement by reference:
a.
Annual Report on Form 10-K for the fiscal year ended August 25, 2001.
b.
Current Reports on Form 8-K dated September 18, 2001, September 25,
2001 and December 5, 2001.
c.
Definitive Proxy Statement dated November 7, 2001.
All documents filed by the
Company pursuant to Section 13(a) and 15(d) of the Securities and Exchange
Act of 1934 ("Exchange Act") after the date of this Registration Statement
and 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 incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
such documents.
Any statement contained 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 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 4.    Description of Securities.
Not applicable.
Item 5.    Interests of Named Experts and Counsel
Not applicable.
Item 6.    Indemnification of Directors and Officers.
The Company's Restated Articles
of Incorporation provide that a director or officer of AutoZone shall not
be personally liable to AutoZone or its stockholders for damages of any
breach of fiduciary duty as a director or officer, except for liability
for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of distributions in violation
of Nevada Revised Statutes 78.300. In addition, Nevada Revised Statutes
78.751 and Article III, Section 13 of AutoZone's Second Amended and Restated
Bylaws ("Bylaws"), under certain circumstances, provide for the indemnification
of AutoZone's officers, directors, employees and agents against liabilities
which they may incur in such capacities. A summary of the circumstances
in which such indemnification is provided for is contained herein, but
that description is qualified in its entirety by reference to Article III,
Section 13 of AutoZone's Bylaws.
In general, any officer,
director, employee or agent shall be indemnified against expenses including
attorneys' fees, fines, settlements or judgments which were actually and
reasonably incurred in connection with a legal proceeding, other than one
brought by or on the behalf of AutoZone, to which he was a party as a result
of such relationship, if he acted in good faith, and in the manner he believed
to be in or not opposed to AutoZone's best interest and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. If the action or suit is brought by or on behalf
of AutoZone, the person to be indemnified must have acted in good faith
and in a manner he reasonably believed to be in or not opposed to AutoZone's
best interest. No indemnification will be made in respect to any claim,
issue or matter as to which such person shall have been adjudged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to AutoZone or for amounts paid in settlement to AutoZone, unless
and only to the extent that the court in which the action or suit was brought,
or other court of competent jurisdiction, determines upon application that
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
Any indemnification under
the previous paragraphs, unless ordered by a court or advanced as provided
in the succeeding paragraph, must be made by AutoZone only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination
must be made (i) by the stockholders, (ii) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties
to the act, suit or proceeding, (iii) if a majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding so orders,
by independent legal counsel in a written opinion, or (iv) if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
To the extent that a director, officer, employee or agent of AutoZone has
been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in the previous paragraph, or in defense of any
claim, issue or matter therein, he must be indemnified by AutoZone against
expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding
must be paid by AutoZone as they are incurred and in advance of final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or
on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled
to be indemnified by AutoZone as authorized by the Bylaws. Such expenses
incurred by other employees and agents to be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
The indemnification and advancement
of expenses authorized in or ordered by a court as provided in the foregoing
paragraphs does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the Restated
Articles of Incorporation, or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court as described in the third
preceding paragraph or for advancement of expenses made as described in
the preceding paragraph, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts involved intentional
misconduct, fraud or a knowing violation of the law and was material to
the cause of action. If a claim for indemnification or payment of expenses
under Section 13 of Article III of the Bylaws is not paid in full within
ninety (90) days of a written claim therefor has been received by AutoZone,
the claimant may file suit to recover the unpaid amount of such claim,
and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim. In any such action, AutoZone shall have
the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
The Board of Directors may
authorize, by a vote of a majority of a quorum of the Board of Directors,
AutoZone to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of AutoZone, or is or
was serving at the request of AutoZone as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or
not AutoZone would have the power to indemnify him against such liability
under the provisions of Section 13 of Article III of the Bylaws. The Board
of Directors may authorize AutoZone to enter into a contract with any person
who is or was a director, officer, employee or agent of another partnership,
joint venture, trust or other enterprise providing for indemnification
rights equivalent to or, if the Board of Directors so determines, greater
than those provided for by Section 13 of Article III of the Bylaws.
AutoZone has also purchased
insurance for its directors and officers for certain losses arising from
claims or charges made against them in their capacities as directors and
officers of AutoZone.
Item 7.     Exemption from Registration Claimed
Not applicable.
Item 8.     Exhibits
4.1
AutoZone, Inc., Executive Stock Purchase Plan (attached as Appendix
A to the definitive Proxy Statement dated November 7, 2001, which is incorporated
herein by reference).
5.1
Opinion of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc.
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc. (included in the opinion filed as Exhibit 5.1).
24.1
Power of Attorney (incorporated in the Signature Page to this Registration
Statement).
Item 9.     Undertakings.
(a)    The undersigned registrant hereby undertakes:
(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;
(ii)    To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii)   To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2)     That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
being offered therein, and the offering of such securities at that time
shall be deemed to be an 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.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be an initial boa fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment
by the registrant of expenses incurred or paid by a director, officer or
other controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
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 the City of Memphis, State of Tennessee, on December 13,
2001.
AUTOZONE, INC.
By:
/s/ Steve Odland
Steven A. Odland
Chairman, Chief Executive Officer, President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints
Harry L. Goldsmith and Donald R. Rawlins, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following person in the capacities and
on the dates indicated:
Signature
Title
Date
/s/ Steve Odland
Steve Odland
Chairman, Chief Executive Officer, President
and Director
(Principal Executive Officer)
December 13, 2001
/s/ Robert J. Hunt
Robert J. Hunt
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
December 13, 2001
/s/ Tricia K .Greenberger
Tricia K. Greenberger
Vice President and Controller (Principal Accounting
Officer)
December 13, 2001
/s/ Charles M. Elson
Charles M. Elson
Director
December 13, 2001
/s/ N. Gerry House
N. Gerry House
Director
December 13, 2001
/s/ J.R. Hyde, III
J.R. Hyde, III
Director
December 13, 2001
/s/ James F. Keegan
James F. Keegan
Director
December 13, 2001
/s/ Edward S. Lampert
Edward S. Lampert
Director
December 13, 2001
/s/ W. Andrew McKenna
W. Andrew McKenna
Director
December 13, 2001
/s/ Michael W. Michelson
Michael W. Michelson
Director
December 13, 2001
EXHIBIT INDEX
4.1
AutoZone, Inc. Executive Stock Purchase Plan (attached as Appendix
A to the definitive Proxy Statement dated November 7, 2001, which is incorporated
herein by reference).
5.1
Opinion of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc.
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Donald R. Rawlins, Assistant General Counsel of AutoZone,
Inc.
(included in the opinion filed as Exhibit 5.1).
24.1
Power of Attorney (incorporated in the Signature Page).