-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqDMj/C5eNLftxUD1UczfJYXxOMrw9uYRt4FCuheAbtP/Hb8AIsB1Hpjf5oSFV08 3SfeyIfofkvz9QaApARIMQ== 0000944209-98-000093.txt : 19980115 0000944209-98-000093.hdr.sgml : 19980115 ACCESSION NUMBER: 0000944209-98-000093 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980114 EFFECTIVENESS DATE: 19980114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S RENTALS INC CENTRAL INDEX KEY: 0001028726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 943061974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44235 FILM NUMBER: 98506619 BUSINESS ADDRESS: STREET 1: 1581 CUMMINS DRIVE SUITE 155 CITY: MDESTO STATE: CA ZIP: 95358 BUSINESS PHONE: 2095449000 MAIL ADDRESS: STREET 1: 1581CUMMINS DR STE 155 CITY: MODESTO STATE: CA ZIP: 95358 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 14, 1998. Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- U.S. RENTALS, INC. (Exact name of registrant as specified in its charter) ------------------- DELAWARE 94-3061974 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1581 CUMMINS DRIVE, SUITE 155, MODESTO, CALIFORNIA 95358; (209) 544-9000 (Address of principal executive offices) U.S. RENTALS, INC. 1997 PERFORMANCE AWARD PLAN (Full title of the plan) JOHN S. MCKINNEY 1581 CUMMINS DRIVE, SUITE 155 MODESTO, CALIFORNIA 95358; (209) 544-9000 (Name and address of agent for service) ------------------- Telephone number, including area code, of agent for service: (209) 544-9000 ------------------- Copies to: BERNARD E. LYONS KENT V. GRAHAM 1516 PONTIUS AVENUE O'MELVENY & MYERS LLP LOS ANGELES, CALIFORNIA 90025 1999 AVENUE OF THE STARS, SUITE 700 (310) 477-2418 LOS ANGELES, CALIFORNIA 90067-6035 (310) 246-6820 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per share price fee - ----------------------------------------------------------------------------------------- Common Stock, 4,600,000/(1)/ $24.0625/(2)/ $110,687,500/(2)/ $32,653/(2)/ par value $.01 shares per share - -----------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an additional indeterminate number of shares which by reason of certain events specified in the Plan may become subject to the Plan. (2) Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock reported in The Wall Street Journal as of January 12, 1998. (3) The Exhibit Index included in this Registration Statement is at page 9. ================================================================================ 1 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S- 8 (plan information and registrant information) will be provided to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of U.S. Rentals, Inc. (the "Company") filed with the Securities and Exchange Commission are incorporated herein by reference: (a) Prospectus dated February 21, 1997 relating to the Company's initial public offering of stock (containing audited financial statements for the year ended December 31, 1996; and (b) Quarterly Reports on Form 10-Q for the Company's fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; and (c) The description of the Company's Common Stock contained in its Registration Statement on Form 8A dated January 6, 1997, and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is 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 amended, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES The Company's Common Stock, par value $.01 per share (the "Common Stock") is registered pursuant to Section 12 of the Exchange Act, and, therefore, the description of securities is omitted. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of Delaware, the Company's state of incorporation, allows Delaware companies to provide certain indemnification rights for the benefit of their officers, directors, employees and agents. The Company's Restated Certificate of Incorporation ("Certificate") and Bylaws contain indemnification provisions covering directors, employees and agents of the Company. The Certificate requires the Company to indemnify a person covered by the indemnification provisions ("Indemnitee") to the fullest extent permitted by applicable law. The indemnification is for expenses, liabilities and losses (including but not limited to attorney's fees, judgments, amounts paid in settlements, fines and penalties) (collectively, the "Expenses") reasonably incurred by an Indemnitee named or involved in a threatened, pending or completed proceeding whether civil, administrative or criminal in nature. An Indemnitee is not entitled to indemnification in the following circumstances. The first is when a proceeding is initiated by him/her without the Company's prior approval. The second is when an Indemnitee's conduct (which is the subject of the proceeding) does not meet the standard of conduct (see below) called for under the Delaware indemnification statutes. Additionally, if an Indemnitee is found liable for negligence or misconduct in the performance of his/her duty to the Company in the proceeding for which indemnification is sought, he/she may be indemnified but only if the court in which the proceeding was brought finds that the Indemnitee is entitled to indemnification of expenses (and at an amount) which the court deems appropriate. The determination of whether an Indemnitee has met the necessary standard of conduct may be made by a majority of the Board of Directors of the Company who are not a party to the proceeding, or the Company's legal counsel pursuant to the Board's request, or the Company's stockholders. An Indemnitee's standard of conduct called for by the Delaware statute on civil disputes requires that he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Company. The applicable standard on criminal matters requires that the Indemnitee have no reasonable cause to believe that his/her conduct was unlawful. The Company will reimburse Expenses incurred by an Indemnitee who is an officer or director of the Company in defending a proceeding even if it has not been finally resolved. In case an indemnity claim is not paid within 30 days of written payment demand, the Company may be liable for the Indemnitee's costs of enforcing his indemnity rights. The indemnification provisions in the Certificate and Bylaws are not intended to and do not supersede, diminish or replace any other indemnity rights that an Indemnitee may presently have or acquire in the future due to, but not limited to, statutory changes, contract(s) entered into, action by the stockholders or the Board of Directors. Moreover, any repeal or modification of the current indemnification provisions in the Certificate or Bylaws will not diminish any indemnification rights that an Indemnitee may have had with 3 respect to proceedings which arose prior to the repeal or modification of the indemnification provisions. In case some or all of the indemnification provisions in the Certificate or Bylaws are legally invalidated, the Company will continue to be obligated to indemnify an Indemnitee for Expenses for which indemnification is available under the indemnification provisions which were not legally invalidated and to the full extent permitted by applicable law. The Company's Certificate eliminates personal liability of directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for: (i) any breach of the duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; (iii) liability under Section 174 of the Delaware General Corporation Law relating to certain unlawful dividends and stock repurchases; or (iv) any transaction from which the director derived an improper personal benefit. Individual indemnification agreements (the "Indemnification Agreements") have been entered into by the Company with its directors and officers. The Indemnification Agreements provide for indemnification to the fullest extent permitted by law and provide contractual assurance to directors and officers that indemnity and advancement of expenses will be available to them regardless of any amendment or revocation of the Company's Bylaws. The Company's Bylaws permit the Company to purchase and maintain insurance on behalf of any director, officer, employee or agent of the Company against liability asserted against him or her in any such capacity, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of the Bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See the attached Exhibit Index. 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: 4 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (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; 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (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; and (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 deter mining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement 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. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, 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 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or 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 5 appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Modesto, State of California, on January 14, 1998. U.S. RENTALS, INC. By: /s/ John S. McKinney -------------------------- John S. McKinney Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Richard D. Colburn, William F. Berry, John S. McKinney, and Bernard E. Lyons, his true and lawful attorneys-in-fact and agents, each acting alone, with full powers 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, each acting alone, 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, 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, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Richard D. Colburn Chairman of the Board January 14, 1998 - ---------------------- Richard D. Colburn /s/ William F. Berry President, Chief Executive Officer January 14, 1998 - -------------------- and Director William F. Berry
7 /s/John S. McKinney Vice President-Finance, January 14, 1998 - ------------------- Chief Financial Officer, and John S. McKinney Director (chief financial officer and principal accounting officer) /s/ Bernard E. Lyons Director January 14, 1998 - -------------------- Bernard E. Lyons /s/ James P. Miscoll Director January 14, 1998 - -------------------- James P. Miscoll /s/ Robert D. Paulson Director January 14, 1998 - --------------------- Robert D. Paulson /s/ Keith W. Renken Director January 14, 1998 - ------------------- Keith W. Renken
8 EXHIBIT INDEX
Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- 4.1 1997 Performance Award Plan* -- 4.2 Form of Stock Option Award Agreement 10 4.3 Form of Nonemployee Director Option Agreement 15 5. Opinion of O'Melveny & Myers LLP (opinion re legality) 17 24.1 Consent of Independent Accountants 19 24.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5) 17 25. Power of Attorney (included in this Registration Statement under "Signatures") 7
- ------------- * Incorporated by reference from the Company's Registration Statement File No. 333-17783. 9 EX-4.2 2 FORM OF STOCK OPTION AWARD AGREEMENT EXHIBIT 4.2 EMPLOYEE STOCK OPTION AGREEMENT
======================================================================== Exercise Price Per Share: $______ Vesting Schedule: Number of Shares ("Shares"): ______ Shares on ________, ____ ______ Shares on ________, ____ _________________________________ ______ Shares on ________, ____ Award Date: ____________ ______ Shares on ________, ____ ______ Shares on ________, ____ ========================================================================
U.S. Rentals, Inc., a Delaware corporation (the "CORPORATION") and __________________________________________, an individual (the "PARTICIPANT"), enter into this [ ] NONQUALIFIED STOCK OPTION AGREEMENT / [ ] INCENTIVE STOCK OPTION AGREEMENT (consisting of the attached ____ pages and ____ Exhibits, this "AGREEMENT") as of _______________, ____. Participant acknowledges receipt of the 1997 Performance Award Plan (the "PLAN") pursuant to which this Agreement has been executed. U.S. RENTALS, INC. PARTICIPANT By:______________________________ By:_______________________________ Name:________________________ Name:___________________________ (printed) (printed) Title:_______________________ Title:__________________________ Social Security Number:_________ CONSENT OF SPOUSE ----------------- In consideration of the execution of the foregoing Nonstatutory Stock Option Agreement by U.S. Rentals, Inc., I, _________________ the spouse of the Participant, join with my spouse in executing this Agreement and agree to be bound by all of the terms and provisions of this Agreement and of the Plan. Date: _________________ __________________________________ Signature of Spouse 1 1 -- DEFINED TERMS ------------------ Capitalized terms have the meanings set forth in the Plan. 2 -- GRANT OF OPTION -------------------- This Agreement evidences the Corporation's grant to the Participant of the right and option to purchase, on the terms and conditions set forth in this Agreement and in the Plan, all or any part of the Shares listed on page one at the price per share set forth on page one (the "OPTION"), exercisable from time to time, prior to the close of business on the day before the tenth anniversary of the Award Date (the "EXPIRATION DATE"). Such price equals the Fair Market Value of the Corporation's Common Stock as of the Award Date. If the Incentive Stock Option box is checked on page one, it is the intent of the Corporation that this Option constitute an incentive stock option within the meaning of Section 422 of the Code. 3 -- CONSIDERATION TO CORPORATION --------------------------------- In consideration of the granting of this Option by the Corporation, the Participant agrees to render faithful and efficient services to the Corporation, with such duties and responsibilities as the Corporation shall from time to time prescribe. Nothing contained in this Agreement or in any other documents related to the Plan shall confer upon the Participant any right to continue performing services for the Corporation or constitute any contract of employment, or interfere in any way with the right of the Corporation to reduce such person's compensation or other benefits or to terminate the services of the Participant, with or without Cause. 4 -- EXERCISABILITY OF OPTION ----------------------------- Subject to the Plan, this Option will become exercisable in cumulative installments at the times set forth on page one. 5 -- CONTINUING RIGHT TO PURCHASE CUMULATIVELY ---------------------------------------------- If the Participant does not in any year purchase all or any part of the Shares to which the Participant is entitled, then the Participant has the right cumulatively thereafter to purchase any Shares not so purchased and such right will continue until this Option terminates or expires. This Option will only be exercisable in respect of whole Shares, and fractional Share interests shall be disregarded. At least 100 Shares must be purchased at one time unless the number purchased is the total number at the time available for purchase under this Option. 2 6 -- CHANGE IN CONTROL EVENT ---------------------------- Notwithstanding any provisions in this Agreement to the contrary, unless prior to a Change in Control Event the Committee determines that, upon its occurrence, no benefits will accelerate or determines that only certain or limited benefits will accelerate and the extent to which they will accelerate, and/or establishes a different time for such acceleration, then upon the occurrence of a Change in Control Event each outstanding Option granted to the Participant will become exercisable, and the total number of shares subject to the Option will be purchasable immediately. 7 -- METHOD OF EXERCISE OF OPTION --------------------------------- Employee will exercise Option by delivering to the Assistant Secretary of Corporation a written notice stating the number of Shares to be purchased pursuant to this Option and accompanied by payment made in accordance with and in a form permitted by the Plan for the full purchase price of the Shares to be purchased, subject to such further limitations and rules or procedures as the Board may from time to time establish as to any non-cash payment and as to the tax withholding requirements of the Plan. In addition, the Participant (or the Participant's Beneficiary or Personal Representative) must furnish any written statements required by this Agreement or the Plan. 8 -- TERMINATION OF SERVICES ---------------------------- This Option and all other rights hereunder, to the extent not exercised, will terminate and become null and void upon the termination of Participant's services for the Corporation, except that: 8.1 REASON OTHER THAN DEATH, TOTAL DISABILITY OR FOR CAUSE. If the Participant ------------------------------------------------------ terminates for any reason other than death, Total Disability or "FOR CAUSE" (as defined by the Committee), the Participant has 90 days after the date of termination to exercise this Option to the extent this Option was exercisable on the date of termination; 8.2 FOR CAUSE. If the Participant is terminated for Cause, this Option will --------- lapse immediately upon the Participant's termination of services for the Corporation; 8.3 TOTAL DISABILITY. If the Participant terminates as a result of a Total ---------------- Disability, or if the Participant suffers a Total Disability within 90 days of a termination of services under subsection 8.1 above, the Participant or the Participant's Personal Representative, as the case may be, will have 12 months from the date of Total Disability (or, if earlier, termination of services) to exercise this Option to the extent this Option was exercisable on such date; or 8.4 DEATH. If the Participant dies while in the service of the Corporation, or ----- within 90 days after a termination described in subsections 8.1 or 8.3, then this Option maybe 3 exercised within a period of 12 months after the Participant's date of death (or, if earlier, the Participant's termination of services), by the Participant's Beneficiary to the extent this Option was exercisable on the date of the Participant's termination of services; 8.5 RETIREMENT. If the Participant terminates as a result of Retirement, the ---------- Participant, will have 12 months from the date of Retirement to exercise this Option to the extent this Option was exercisable on such date; or 8.6 NO EXERCISE AFTER EXPIRATION DATE. Notwithstanding the foregoing, in no --------------------------------- event may this Option be exercised by anyone under this Section or otherwise after the Expiration Date. 8.7 TERMINATION FROM SUBSIDIARY; MILITARY SERVICE; SICK LEAVE. If the --------------------------------------------------------- Participant is employed by an entity which ceases to be a Subsidiary, such event shall be deemed for purposes of this Section 8 to be a termination of employment described in subsection 8.5. Absence from work caused by military service or authorized sick leave will not be considered as a termination of employment for purposes of this Section. 9 -- TRANSFERABILITY OF OPTION ------------------------------ Subject to the provisions of Section 8 above and of the Plan, the Option and the rights and privileges conferred hereby are not transferable or assignable and may not be offered, sold, pledged, hypothecated or otherwise disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment, garnishment, levy or similar process. Except as provided by the Plan, the Option may be exercised only by (a) the Participant, (b) the Participant's Personal Representative, if any, if the Participant has suffered a Disability, (c) to the extent provided by Section 8, by the Participant's transferees by will or under the laws of descent and distribution, or (d) subject to Committee approval and any requirements imposed by the Committee, persons related to the Participant. If the spouse of the Participant has acquired a community property interest in the Option, the Participant or such transferees may exercise it on behalf of the spouse of the Participant or such spouse's successor in interest. 10 -- TERMINATION UNDER CERTAIN CIRCUMSTANCES --------------------------------------------- Subject to Section 6.2.3 of the Plan, the Option will terminate to the extent not previously exercised upon an event or transaction which the Corporation does not survive. 11 -- ASSIGNMENTS ----------------- This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or transferred by either party without the prior written consent of the other. 4 12 -- NOTICES ------------- Any notice to be given under the terms of this Agreement must be in writing and addressed to the Corporation at its principal office to the attention of the Assistant Secretary, and to the Participant at the address given to the Corporation for payroll purposes, or at such other address as either party may hereafter designate in writing (which may be a facsimile). Notice will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Either party may, at any time by giving five (5) days' prior written notice to the other, designate any other address in substitution of the foregoing address. 13 -- PLAN ---------- This Option and all rights of the Participant under this Agreement are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the provisions of the Plan, all of which are incorporated herein by this reference. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan will govern. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board do not (and must not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board so conferred by appropriate action of the Board under the Plan after the date hereof. 14 -- INTERPRETATION -------------------- If any claim is made by the Participant relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of the Corporation or its counsel. The Participant acknowledges that the Participant has had the opportunity to consult with the Participant's own counsel prior to the execution hereof. 15 -- AMENDMENTS ---------------- Any amendments to this Agreement must be in writing and designated as an amendment, and signed by both parties hereto. 16 -- COMPLIANCE WITH LAW ------------------------- No shares may be purchased by exercise of the Option and no shares shall be issued and delivered to Participant pursuant to this Agreement unless and until (a) a registration statement under the Securities Act of 1933 with respect to the Common Stock issuable under the Plan has become effective with the Securities and Exchange Commission, and (ii) any applicable requirements under the securities laws of any state of the United States have been satisfied. [END] 5 EX-4.3 3 NONEMPLOYEE DIRECTOR OPTION AGREEMENT EXHIBIT 4.3 U.S. RENTALS, INC. ELIGIBLE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT ================================================================================ Exercise Price Per Share: $_____ Vesting Schedule: Number of Shares ("Shares"): _____ Shares on _____, ____ ________________________________ _____ Shares on _____, ____ _____ Shares on _____, ____ Award Date:______________ _____ Shares on _____, ____ _____ Shares on _____, ____
================================================================================ U.S. Rentals, Inc., a Delaware corporation (the "CORPORATION") and __________________________________________, an individual (the "DIRECTOR"), enter into this NONQUALIFIED STOCK OPTION AGREEMENT (consisting of the attached ____ pages and ____ Exhibits, this "AGREEMENT") as of _______________, ____. Director acknowledges receipt of the 1997 Performance Award Plan (the "PLAN") pursuant to which this Agreement has been executed. U.S. RENTALS, INC. DIRECTOR By: By: --------------------------- --------------------------- Name: Name: --------------------- --------------------- (printed) (printed) Title: Title: -------------------- -------------------- Social Security Number: ------------- CONSENT OF SPOUSE ----------------- In consideration of the execution of the foregoing Nonstatutory Stock Option Agreement by U.S. Rentals, Inc., I, _________________ the spouse of the Director, join with my spouse in executing this Agreement and agree to be bound by all of the terms and provisions of this Agreement and of the Plan. Date: ----------------- ---------------------------------- Signature of Spouse 1 -- OPTION GRANT. ------------ This Agreement evidences the grant to the Director, as of the date first set forth above (the "AWARD DATE"), of an option (the "Option") to purchase all or any part of the Shares listed on page one, under Section 8 of the Plan, subject to the terms and conditions and to adjustment as set forth herein or pursuant to the Plan. 2 -- EXERCISE PRICE. -------------- The Option entitles the Director to purchase (subject to the terms of Sections 3 through 5 below) all or any part of the Shares at the price per share set forth on page one, which represents the Fair Market Value of the Shares on the Award Date. 3 -- OPTION EXERCISABILITY AND TERM. ------------------------------ Subject to the Plan, the Option will become exercisable in cumulative installments at the times set forth on page one. The Option will terminate prior to the close of business on the day before the tenth anniversary of the Award Date, unless earlier terminated in accordance with the terms of the Plan. 4 -- SERVICE AND EFFECT OF TERMINATION OF SERVICE. -------------------------------------------- The Director agrees to serve as a director in accordance with the provisions of the Corporation's Certificate of Incorporation, bylaws and applicable law. If the Director's services as a member of the Board terminate, this Option will terminate at the times and to the extent set forth in the Plan. 5 -- GENERAL TERMS. ------------- The Option and this Agreement are subject to, and the Corporation and the Director agree to be bound by, the provisions of the Plan that apply to the Option. Such provisions are incorporated herein by this reference. The Director has received a copy of the Plan and has read its applicable provisions. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan. [END] 2 EX-5 4 OPINION OF O'MELVENY & MYERS LLP EXHIBIT 5 January 14th 1998 883,320-002 (310) 246-6820 U.S. Rentals, Inc. 1581 Cummins Drive Suite 155 Modesto, California 95358 Dear Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933, as amended (the "Act") of up to 4,600,000 shares of Common Stock of U.S. Rentals, Inc. (the "Company"), par value $0.01 per share (the "Shares"), to be sold by the Company, pursuant to a Registration Statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission on January 14, 1998, you have requested our opinion set forth below. We have considered such facts and examined such questions of law as we have considered appropriate for purposes of rendering the opinion expressed below. We are opining only as to the General Corporation Law of the State of Delaware and we express no opinion with respect to the applicability or the effect of any other laws or as to any matters of municipal law or of any other local agencies within any state. Subject to the foregoing and in reliance thereon, in our opinion the Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Shares as contemplated in the Company's 1997 Performance Award Plan and the countersigning of any certificates representing the Shares by a duly authorized signatory of the registrar for the Company's Common Stock, the Shares will be validly issued, fully paid and non-assessable. Page 2 - U.S. Rentals, Inc. - January 14, 1998 We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ O'Melveny & Myers LLP EX-24.1 5 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and related Prospectus pertaining to the 1997 Performance Award Plan of our report dated January 27, 1997 with respect to the combined financial statements of U.S. Rentals, Inc. (Predecessor), which appears on Page F-2 of the Registration Statement on Form S-1 of U.S. Rentals, Inc., dated February 21, 1997, and of our report dated January 27, 1997 with respect to the financial statements of U.S. Rentals, Inc. (the Company), which appears on Page F-14 of the Registration Statement on Form S-1 of U.S. Rentals, Inc., dated February 27, 1997, such Registration Statement on Form S-1 relating to the Company's initial public offering filed with the Securities and Exchange Commission. /s/ PRICE WATERHOUSE LLP San Diego, California January 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----