Employee Stock Purchase Plan

Transcription

1 Employee Stock Purchase Plan

2 Prospectus dated July 30, 2009 for the CARMAX, INC. AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated June 23, ,000,000 shares of CarMax, Inc. Common Stock, $.50 par value and 8,000,000 Rights to Purchase Preferred Stock, Series A, $20.00 par value, attached in equal number to the shares of CarMax, Inc. Common Stock See the section, Risk Factors for information you should consider in evaluating participation in the Plan. This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1933, as amended. You should rely only on the information provided or incorporated by reference in this Prospectus or any other document we identify to you as part of this Prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this Prospectus is accurate as of any date other than the date of this Prospectus. We are not making an offer of these securities in any state where the offer is not permitted. i

3 TABLE OF CONTENTS Introduction 1 Risk Factors 1 Contact Information 1 Participation in the Plan 2 Purchases under the Plan 4 Sale of Shares and Request for Certificates 7 Tax Consequences 8 Leaving the Plan 9 Additional Information about the Plan 10 Information about the Company 11 ii

4 INTRODUCTION This Prospectus describes the CarMax, Inc. Amended and Restated 2002 Employee Stock Purchase Plan (the Plan ). The purpose of the Plan is to benefit CarMax, Inc., a Virginia corporation (the Company ) and its shareholders by providing the incentive of CarMax, Inc. Common Stock ( Common Stock ) ownership to present and future associates. The Plan also provides associates an additional benefit as the Company matches $0.15 for each $1.00 contributed by associates under the Plan. The remainder of this Prospectus discusses, primarily in question and answer format, the operation of the Plan and other related matters. RISK FACTORS Before enrolling in the Plan, you should carefully consider the amount you can afford to invest in the Company s Common Stock. You should not invest in the Company s Common Stock if such investment would be unduly burdensome in relationship to your other financial needs. Stock prices fluctuate from time to time and there is no assurance that the market price of the Company s Common Stock will be equal to or exceed the price you paid for the shares of Common Stock under the Plan. Further, the Company s business is subject to certain risks that should be considered and evaluated prior to purchasing stock in the Company. These risks could materially and adversely affect the Company s business, financial condition and results of operation. A description of those risks can be found in certain of the documents incorporated by reference in this Prospectus as listed in the section entitled Information about the Company. CONTACT INFORMATION For account information, questions about your statement, to sell stock, or to purchase additional shares, contact Computershare Trust Company, Inc. at the ESPP toll-free number 1 (866) , Monday through Friday, 8 a.m. to 7 p.m. Eastern Time. You may also access the Computershare web site at Or write to: Computershare Trust Company, Inc. Attn: Correspondence Team P. O. Box 7802 Edison, New Jersey You will need to use your Personal Identification Number (PIN) to access most services. Your PIN will initially be the last five digits of your Social Security number. For enrollment and payroll contribution questions that cannot be answered by Computershare, contact the CarMax Benefits Service Center at 1 (888) , option 7 or via at ESPP@carmax.com. Or write to: CarMax, Inc. Attn: Benefits Department ESPP Administrator Tuckahoe Creek Parkway Richmond, Virginia

5 PARTICIPATION IN THE PLAN 1. What is the Plan? The Plan allows you to purchase shares of the Company s Common Stock through regular payroll deductions, subject to Plan limitations. In addition to providing this convenient method of investment, for each $1.00 that you contribute through payroll deductions for stock purchases, the Company contributes $0.15. The Company s and your contributions are combined to purchase Common Stock. The stock will be held in an account in your name ( ESPP Account ). Computershare Trust Company, Inc., a global provider of stock plan services ( Computershare ), is the current provider of ESPP Accounts and other services for the Plan. The Plan makes it easy for you to become a shareholder of the Company and share in its potential future growth and profitability. However, please keep in mind that there are risks associated with your participation in the Plan. Participation is entirely voluntary and should be just one part of an overall, well-balanced investment plan. There can be no guarantee that Common Stock purchased through the Plan will maintain or increase its value. See the section of this document titled Risk Factors for information concerning the risks associated with an investment in the Company s Common Stock. 2. Who is eligible to participate? You are eligible to participate if you are classified as a Regular Full-Time or Part-Time Associate of the Company and you have completed one year of service. You must also have attained the age of majority in your state of residence. For purposes of determining eligibility, service is determined under the Company's Associate Classifications, Status & Status Changes, Rehire & Reinstatement Policy in effect for associates at the time the eligibility determination is made. 3. Who is NOT eligible to participate? You may not participate in the Plan if you: are a Temporary Associate as defined in the Company's Associate Classification, Status & Status Changes, Rehire & Reinstatement Policy; are subject to Section 16 of the Securities Exchange Act of 1934, as amended ( 1934 Act ) with respect to securities of the Company; are an officer of the Company other than an Assistant Vice President, Assistant Treasurer or Assistant Secretary; or are not engaged as a common law employee on the Company s United States payroll (even if a court or administrative agency determines that you are a common law employee and not an independent contractor). If you are unsure whether you are eligible to participate, please call Computershare. If you are still unsure about your eligibility after speaking to Computershare, please call the CarMax Benefits Service Center for further assistance. Please refer to the Contact Information section of this document for further information. 2

6 4. What should I consider before joining the Plan? The Plan offers a convenient and low cost way to invest in the Company s Common Stock. While there is opportunity for financial gain, there are also risks involved in any stock investment. In addition to reviewing information concerning the Company and its Common Stock, you should carefully review your financial objectives and other investments before enrolling in this Plan. The sections entitled Risk Factors and Information about the Company in this Prospectus tell you where you may obtain information about the Company and its Common Stock. If you decide that you want to make an investment in the Company s Common Stock, there are several advantages of purchasing Common Stock through the Plan including: a 15% Company match; the convenience of payroll deductions; and no brokerage fees on Plan purchases made through payroll deductions. All participants in the Plan must comply with the Company s insider trading policy. 5. When can I start participating? You may enroll in the Plan anytime after you have met the eligibility requirements. When you enroll in the Plan, you authorize Computershare to open and maintain an ESPP Account for you, subject to the terms and conditions of the account. These terms and conditions are provided by Computershare when you first enroll in the Plan. You may obtain a copy of these terms and conditions by contacting Computershare. 6. How do I enroll in the Plan? You may enroll in the Plan online at or by calling Computershare at 1 (866) To enroll online, you will need your Social Security number. Your Personal Identification Number (PIN) will initially be the last five digits of your Social Security number. Upon your initial login, you will be prompted to change your PIN. 7. When do my contributions begin? Your contributions will begin as soon as administratively feasible after you have enrolled through Computershare usually one or two pay periods. The amount of your first contribution will be based on your compensation for the entire pay period in which your enrollment is processed. 8. What if I want to change the amount of my contributions or stop making them for a while? You may increase, decrease, stop, or restart your contributions at any time by accessing your account online at or by calling Computershare at 1 (866) For information about what happens to your ESPP Account if you stop making contributions, see Question & Answer 30. 3

7 PURCHASES UNDER THE PLAN 9. How are my contributions and the Company s matching contributions used to purchase shares? Your contribution and the Company s matching contribution will be combined to purchase shares monthly. When you enroll in the Plan, you indicate the percent, from 2% to 10% in whole percentage increments, of your compensation to be contributed through automatic payroll deductions to purchase the Company s Common Stock. Compensation means all compensation including overtime, bonuses and commissions before deductions, withholding or salary reduction. Compensation does not include amounts paid as reimbursement of expenses. Your contribution will be deducted from your pay after your income taxes and pre-tax deductions are withheld. The Company matches 15% of your contribution ($0.15 for each $1.00 that you contribute). Your contribution and the Company s match are combined to purchase Common Stock each month. You may contribute up to $7,500 in a calendar year. Example: If you elect to contribute 5% of your compensation and if your compensation for a payroll period is $700, you would have $35.00 deducted for that payroll period to purchase stock. The Company would contribute $5.25 ($35.00 X 15%) toward the purchase of the Common Stock. The total amount used to purchase Common Stock on your behalf from that payroll period would be $ What will the Common Stock cost under the Plan? Your contributions and the Company s matching contributions will be used to purchase the Company s Common Stock on the open market. The Company will forward your contribution combined with the Company matching contribution to Computershare promptly after the end of the month in which your contributions are deducted from your pay. Computershare will then use the contributions to purchase the Common Stock on the open market. These purchases may be made over a period of several days in order to minimize any impact that the buying would have on the overall market price of the Company s Common Stock. All of the stock will probably not be bought at exactly the same price since stock prices fluctuate from hour to hour and even minute to minute. Please note that as a result, your purchase price will be 100% of the average selling price of Common Stock during the two to three day period in which the stock purchases are made for participants in the Plan for that month. 11. How much Common Stock can I purchase through the Plan? The amount of Common Stock you can purchase is not limited, although the total amount of money you can contribute each calendar year to the Plan is limited to $7,500. Computershare will credit your ESPP Account with as many whole shares and fractional interests in shares as your and the Company s contributions will allow. If the amount of money invested will not buy a whole share, your ESPP Account is credited with a fractional interest in a share. Example: From the example in Question & Answer 9, if there were two payroll periods in a month and your contributions were $35.00 per pay period, the total amount invested would be: 4

8 $ X 2 = $70.00 (your contribution) plus $ 5.25 X 2 = $10.50 (the Company s contribution) $80.50 If the stock price is $20, then shares will be purchased for you. 12. Is there a limit to the amount that I can contribute to the Plan? You may not contribute more than $7,500 in any one calendar year. 13. What happens to the shares purchased through the Plan? After each monthly purchase, shares purchased on your behalf with your prior month s contribution combined with the Company s matching contribution from the prior month will be credited as soon as practicable to your ESPP Account at Computershare. 14. In whose name will my ESPP Account be maintained? The ESPP Account will be maintained in your name. 15. Can my right to participate in the Plan be assigned? No. Your right to participate in the Plan and your ability to purchase shares under the Plan are not transferable. 16. What records of my ESPP Account will I receive? Each quarter you will receive from Computershare a statement of your investments showing: The current market value of the investments in your ESPP Account as of the last day of the quarter; All activity in your ESPP Account for the previous three months, including: - The whole and fractional shares you have purchased and/or sold; and - The number of shares and the price of each purchase or sale transaction; Any fees charged by Computershare on transactions other than Plan purchases, such as sale transactions; and Other entries that affect your ESPP Account. For your added convenience, your statement for the fourth quarter of each year will also include a year-end summary of Plan purchases during the year. In addition, if in the previous tax year you received proceeds from the sale of securities, you will also receive a separate Tax Reporting Statement. The Tax Reporting Statement will be mailed to you by the end of January of the following year with information to be used when preparing your income tax return. You will also receive separate confirmation statements from Computershare confirming any of your stock sales. All statements and confirmations mailed to you by Computershare should be kept in a safe place for tax purposes. 5

9 17. What additional documents will the Company send me as a shareholder? You will receive any notices or reports issued to Common Stock shareholders generally, such as the annual report, special notices and proxy statements. 18. How else do I find out what s happening in my ESPP Account? You may obtain account information by calling Computershare s Interactive Voice Response ( IVR ) at the ESPP toll-free number 1 (866) or through the website at By calling the IVR you can: Obtain the estimated asset value of your ESPP Account. Place sell orders. Change your PIN. Receive price quotes. Enroll in the Plan. Speak with a Customer Service Representative. You may also request account information by writing Computershare as described in the section titled Contact Information. 19. Who pays the administrative expenses in connection with Plan purchases? The Company will pay all expenses associated with purchases made through payroll deductions under the Plan, including brokerage commissions, if any. If you have other transactions in your ESPP Account, such as sales, you will be responsible for any commissions or other expenses. 20. What about cash dividends? The Board of Directors of the Company ( Board of Directors ) does not anticipate paying dividends on the Common Stock in the foreseeable future, but intends to retain future earnings, if any, for the expansion of the Company s business. However, if cash dividends are paid on the shares credited to your ESPP Account, Computershare will automatically reinvest the dividends. The Company will not match reinvested dividends. You will pay the administrative costs for reinvesting dividends. You may choose to receive dividends by check, if you prefer. If you have questions about dividend reinvestment, contact Computershare as described in the section, Contact Information. 21. How can I purchase additional shares? As a participant in the Plan, you can purchase shares of CarMax, Inc. Common Stock, in addition to those purchased by payroll deductions, through your ESPP Account with Computershare. Computershare will purchase any additional shares you wish to acquire once a month, generally during the last ten business days of the month. Shares will be purchased at 6

10 current market prices without a Company match. You are responsible for all transaction fees and commissions on these purchases. The Company will pay transaction fees and commissions only for shares purchased through payroll deductions. If you are interested in making additional stock purchases in your ESPP Account, contact Computershare as described in the Contact Information section of this document. If you currently own Common Stock outside the Plan, you can transfer these shares into your ESPP Account. If you wish to transfer shares into your ESPP Account, contact Computershare as described in the Contact Information section of this document. 22. What happens if there is a stock dividend, stock split, reverse stock split, or other change affecting the Common Stock? The number of shares credited to your ESPP Account and the number of shares which can be purchased under the Plan will be adjusted proportionately in the event of a stock dividend, stock split, or reverse stock split. In the event of any other change affecting the Common Stock, the Compensation and Personnel Committee of the Board of Directors of the Company will make any adjustments it deems necessary. 23. After I acquire shares through the Plan, what do I do with them? Once you acquire shares of Common Stock under the Plan, they belong to you. You may hold them as a long-term investment or sell them at any time after they have been credited to your ESPP Account. SALE OF SHARES AND REQUEST FOR CERTIFICATES 24. How do I sell shares in my ESPP Account? You may sell shares in your ESPP Account at any time. To place sell orders, you can reach a Computershare Customer Service Representative or the IVR by calling the ESPP toll-free number at 1 (866) You may also place sell orders through the Computershare web site or by using the IVR. Please refer to the Contact Information section for more information. If you sell shares online or via the IVR, the shares sold will be determined on a first-in, first-out basis (i.e., the shares you have owned the longest in your ESPP Account will be sold first). If you wish to select specific shares to be sold, please call a Computershare Customer Service Representative, and your stock will be sold in accordance with your instructions to Computershare. You are responsible for any taxes, commissions or fees associated with the sale. You should consult with your tax advisor for help in determining your basis in the shares sold and the proper income tax treatment. If you are an executive officer of the Company or a member of the Board of Directors who is deemed to be a controlling person, you may not sell your shares until you comply with Rule 144 promulgated by the Securities and Exchange Commission ( SEC ) under the Securities Act of 1933, as amended. Furthermore, if you are an officer, member of the Board of Directors or principal shareholder of the Company, you should be aware of your potential liabilities under 7

11 Section 16(b) of the 1934 Act for profits produced by purchases and sales of Common Stock occurring within a six-month period. 25. Can I get a certificate for my shares? Certificates cannot be issued for your account holdings. TAX CONSEQUENCES Note: The following is only a general discussion of the tax consequences of your participation in the Plan. It is suggested that you obtain competent professional advice concerning the application of federal, state and local tax laws to your particular situation. 26. What are the tax consequences from my participation in the Plan? The Company s match of your contributions is additional taxable income to you. Under the Internal Revenue Code of 1986, as amended (the Code ), this income constitutes wages, subject to withholding for income and payroll taxes. As you make contributions, your payroll check stub will reflect the Company s contribution as ordinary taxable income. Dividends, if any, paid on the Common Stock held in your ESPP Account are taxable to you as dividend income in the year in which the dividend is paid. Dividends are still taxable income even if you reinvest them in stock and do not keep them as cash. Computershare will send you quarterly statements, as well as a year-end Tax Reporting Statement, if you received dividends equaling $10 or more or you received proceeds from the sale of securities in your ESPP Account. The Tax Reporting Statement will document your transactions, including price, number of shares and any dividends received and reinvested. You will be responsible for keeping documents relating to the Plan in a safe place for tax purposes. You will need these statements to accurately report any capital gains you may obtain in the sale of shares that you hold. 27. Why do I need to complete a W-8 or W-9 certification in connection with my account? For U.S. residents and citizens, you must complete a Form W-9 in order to sell any shares from your ESPP Account. If, when you enrolled, you indicated that you are subject to backup withholding, the maximum allowable tax will be withheld from the proceeds of any sales of stock or dividends. If you are not subject to backup withholding, no taxes are withheld. Failure to supply the W-9 certification may subject your ESPP Account to backup withholding. If you are not a U.S. resident or citizen and are not subject to U.S. income taxes, you will be required to complete a Form W-8 in order to sell any shares from your ESPP Account. 28. What are the tax consequences to the Company? The Company will be entitled to a business expense deduction in connection with the Company s matching contribution, at the time and in the amount that ordinary income is reported to you. 8

12 The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974 and is not a qualified plan under Section 401(a) of the Code. LEAVING THE PLAN 29. May I withdraw from the Plan at any time? Yes. There is no formal procedure for withdrawing from the Plan. You may stop your contributions at any time by contacting Computershare. If you sell all of your shares in your ESPP account and do not make any new purchases, you will no longer be considered a Plan participant. 30. What happens to my ESPP Account if I stop making contributions? Your contributions will stop if you: Elect to stop contributions. Become ineligible. Go on a leave of absence without pay. If contributions stop for reasons other than termination of employment, Computershare will leave your ESPP Account open. The Company has the right to charge you for any account fees if you leave your ESPP Account open. You may request a statement of the shares in your ESPP Account, leave shares in your ESPP Account, or sell your shares. If dividends are being reinvested, they will continue to be reinvested unless you request Computershare to pay them in cash. You may withdraw from the Plan as described in Question and Answer 29. If you stop making contributions, you may start contributions again at any time. Contributions from your paycheck will resume as soon as administratively feasible. 31. What happens if I am participating in the Plan, then my employment with the Company terminates? Your participation in the Plan will terminate when you are no longer employed by the Company. Payroll deductions will stop as soon as administratively feasible after your termination is processed. Purchases will generally be made through the calendar month following your last payroll deduction. You may contact Computershare to elect one of the following: direct Computershare to sell your shares and receive the proceeds, less selling expenses; or transfer your shares to an individual brokerage account. 32. What if I go on leave of absence or become disabled? If your leave of absence is with pay, your contributions and purchases will continue just as if you were at work. If your leave is without pay, contributions stop after your last pay period and any amounts already deducted will be applied to purchase shares of Common Stock. See Question & Answer 30 for information on what happens to your ESPP Account if you stop making contributions. 9

13 33. What happens if I die while I have an ESPP Account? Your beneficiary or the executor of your estate should contact Computershare and ask for the procedures to follow. These include submission of several legal documents and completion of one or more Computershare new account forms. Completion of the new account form establishes an account for either the estate or heirs through which sale transactions can be executed. Information about how to contact Computershare is provided in the Contact Information section of this document. ADDITIONAL INFORMATION ABOUT THE PLAN 34. Is the Plan the same as a savings plan? No. If you participate in the Plan, you will be buying shares of Common Stock, which are subject to market fluctuations and risks. There is no guarantee of principal or interest. See the Risk Factors section of this document for information on risks associated with an investment in the Company s Common Stock under the Plan. 35. Can the Plan be amended or terminated? Yes. The Compensation and Personnel Committee may amend the Plan at any time, and the Board of Directors may terminate the Plan. 36. How do I vote the shares held in my ESPP Account? You will have the right to vote your whole shares of Common Stock and will receive a notice of the annual meeting of shareholders and instructions as to the voting of your whole shares or other documents sent to the shareholders of Common Stock generally. If a participant fails to respond in a timely manner to a request for instructions with respect to voting, Computershare will take such action with respect to the shares as permitted by the New York Stock Exchange ( NYSE ) rules. To the extent that the NYSE rules and applicable law permit, Computershare will vote shares with respect to which no specific voting instructions are given in accordance with the recommendations of the Board of Directors of the Company. 37. Where can I get more information about the Plan and its administration? For account information, questions about your statement, to sell stock, or to purchase additional shares contact Computershare at 1(866) or at For enrollment and payroll contribution questions that cannot be answered by Computershare, contact the CarMax Benefits Service Center at 1(888) , option 7 or via at ESPP@carmax.com. Please refer to the section Contact Information for more information. 10

14 38. Who administers the Plan? The Plan will be administered by the Company s Compensation and Personnel Committee of the Board of Directors (the Committee ). The Committee consists of at least three nonemployee members of the Board of Directors who serve one-year terms on the Committee. The Board of Directors has the power at any time to change the members of the Committee and to fill vacancies in the Committee. The Committee is empowered to interpret and administer the Plan. The Committee may appoint an officer or other associate of the Company to serve as Plan Administrator. The Plan Administrator is responsible for the general administration of the Plan. In addition, the Plan Administrator has appointed Computershare to hold your shares in an ESPP Account established in your name. INFORMATION ABOUT THE COMPANY The Company files annual, quarterly, and current reports, proxy statements, and other information with the SEC. The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of the Prospectus, and the information that we file later with the SEC will automatically update and supercede this information. This Prospectus relates to three separate registration statements filed by the Company under the Securities Act that relate to the Plan. The Company filed a registration statement under the Securities Act registering 2,000,000 shares of Common Stock with associated rights to purchase preferred stock, Series A (as each was adjusted for the 2-for-1 stock split in March 2007), to be issued in connection with the Plan pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 4, 2002 (File No ). That Registration Statement and this Prospectus incorporate by reference the following documents: the Company s Proxy Statement/Prospectus filed on August 6, 2002, pursuant to Rule 424(b) under the Securities Act (File No ); and the description of the Common Stock contained in the Company s Registration Statement on Form 8-A filed with the Commission on August 7, 2002 (File No ). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to that Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The Company filed a second registration statement under the Securities Act registering 2,000,000 shares of Common Stock with associated rights to purchase preferred stock, Series A (as each was adjusted for the 2-for-1 stock split in March 2007), to be issued in connection with the Plan pursuant to a registration statement on Form S-8 filed with the Commission on July 11, 2006 (File No ). That Registration Statement and this Prospectus incorporate by reference the following documents: 11

15 the Company s Annual Report on Form 10-K for the fiscal year ended February 28, 2006; the portions of the Company 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 for the fiscal year ended February 28, 2006; the Company s Quarterly Report on Form 10-Q for the quarter ended May 31, 2006; the Company 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 the description of the Common Stock contained in the Company s Registration Statement on Form 8-A filed with the Commission on August 7, 2002 (File No ). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the second Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The Company filed a third registration statement under the Securities Act registering 4,000,000 shares of Common Stock with associated rights to purchase preferred stock, Series A, to be issued in connection with the Plan pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission on July 30, 2009 (File No ). That Registration Statement and this Prospectus incorporate by reference the following documents: the Company s Annual Report on Form 10-K for the fiscal year ended February 28, 2009; the portions of the Company s definitive Proxy Statement for the Annual Meeting of Shareholders held on June 23, 2009 that have been incorporated by reference into the Form 10-K for the fiscal year ended February 28, 2009; the Company s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2009; the Company s Current Reports on Form 8-K, filed on April 2, 2009 (Items 5.02 and 9.01); April 22, 2009; June 26, 2009; and; July 14, 2009; and the description of the Common Stock contained in the Company s Registration Statement on Form 8-A filed with the Commission on August 7, 2002 (File No ). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to that Registration Statement that indicates that all securities offered have been sold or which deregisters all 12

16 securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus 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 earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each participant in the Plan, upon the written or oral request of such person, a copy of any or all of the information, reports or other documents (not including exhibits to any such document unless such exhibits are specifically incorporated by reference into such document) incorporated by reference in this Prospectus, as set forth above, as well as a copy of CarMax s latest annual report to shareholders, copies of the Plan and copies of all documents constituting the Plan Prospectus for the securities offered pursuant to the Plan. Requests for such material should be directed to the General Counsel of CarMax at CarMax, Inc., Tuckahoe Creek Parkway, Richmond, Virginia 23238, telephone (804) Statements contained in this document as to the provisions of the Plan are intended to be general and may not in every instance be complete. Reference is made to the terms of the Plan on file at the office of the Company and available there for examination. The statements in this document are qualified in all respects by reference to such documents. CarMax, Inc. s Common Stock is listed on the New York Stock Exchange under the symbol KMX. 13