-----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, R6ocEOlyZS5LdjA1uCxfsdkBWPX2FifLqdhpjSntvZODZrrbZIzezI/l5AXQih0J voJx0cDzebbISbTOIM0DDg== 0000950144-96-004249.txt : 19960715 0000950144-96-004249.hdr.sgml : 19960715 ACCESSION NUMBER: 0000950144-96-004249 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960712 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC INDUSTRIES INC CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-93742 FILM NUMBER: 96594373 BUSINESS ADDRESS: STREET 1: 200 E LAS OLAS BLVD STREET 2: STE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3057618333 MAIL ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD STREET 2: SUITE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 POS AM 1 REPUBLIC INDUSTRIES POST EFFEC. AMEND #1 TO S-8 1 As filed with the Securities and Exchange Commission on July 12, 1996. Registration No. 33-93742 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - ------------------------------------------------------------------------------- REPUBLIC INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 73-1105145 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 200 E. LAS OLAS BOULEVARD, SUITE 1400 FORT LAUDERDALE, FLORIDA 33301 (954) 627-6000 (Address, including zip code, and telephone number of principal executive offices) REPUBLIC WASTE INDUSTRIES, INC. 1990 STOCK OPTION AND STOCK PURCHASE PLAN REPUBLIC WASTE INDUSTRIES, INC. 1991 STOCK OPTION PLAN REPUBLIC INDUSTRIES, INC. RETIREMENT SAVINGS PLAN REPUBLIC WASTE INDUSTRIES, INC. DIRECTOR AND EXECUTIVE WARRANTS (Full title of the plans) RICHARD L. HANDLEY REPUBLIC INDUSTRIES, INC. 200 E. LAS OLAS BOULEVARD, SUITE 1400 FORT LAUDERDALE, FLORIDA 33301 (954) 627-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------- 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents constituting Part I of this Amendment No. 1 to the Registration Statement on Form S-8 (File No. 33-93742) will be sent or given to employees and directors of Republic Industries, Inc. (the "Registrant" or the "Company") as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Amendment No. 1 to the Registration Statement on Form S-8 (File No. 33-93742) and are deemed to be a part hereof from the date of the filing of such documents: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (2) The Annual Report of the Republic Industries, Inc. Retirement Savings Plan (the "Retirement Savings Plan") on Form 11-K for the fiscal year ended December 31, 1995. (3) All reports filed by the Registrant or the Retirement Savings Plan pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Registrant's 1995 Annual Report on Form 10-K or the Retirement Savings Plan's 1995 Annual Report on Form 11-K. (4) The description of Common Stock contained in the Registrant's Registration Statement on Form S-1, File No. 33-42530, as amended, and filed with the Commission on September 13, 1991, including all amendments or reports filed for the purpose of updating such description. (5) All other documents subsequently filed by the Registrant or the Retirement Savings Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold. Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference 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. II-1 3 ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the Common Stock registered hereby has been passed upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Certificate of Incorporation of the Registrant entitles the Board of Directors to provide for indemnification of directors and officers to the fullest extent provided by law, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts of omission not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends, or for unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derives an improper personal benefit. Article VII of the Bylaws of the Registrant provides that to the fullest extent and in the manner permitted by the laws of the State of Delaware and specifically as is permitted under Section 145 of the General Corporation Law of the State of Delaware, the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Registrant, by reason of the fact that such person is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Determination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in and not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was lawful. The Bylaws provide that the Registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, II-2 4 except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Registrant unless the court orders otherwise. The Bylaws provide that any decision as to indemnification shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (C) by the shareholders. The Board of Directors may authorize indemnification of expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise and shall continue as to a person who has ceased to be a director or officer. The Registrant may purchase and maintain insurance on behalf of any person who is or was a director or officer. Further, the Bylaws provide that the indemnity provided will be extended to the directors, officers, employees and agents of any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of the Bylaws with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. II-3 5 ITEM 8. EXHIBITS The exhibits included as part of this Registration Statement are as follows:
Exhibit Number Description -------------- ----------- 4.1 Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Post-Effective Amendment No. 3 to Registration Statement on Form S-1, No. 33-63209) 4.2 Bylaws, as amended, of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Post-Effective Amendment No. 3 to Registration Statement on Form S-1, No. 33- 63209) 5.1 Opinion of Counsel (previously filed) 23.1 Consent of Counsel (previously filed) 23.2 Consent of Independent Certified Public Accountants
In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby undertakes that it has submitted or will submit the Retirement Savings Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner, and has made or will make all changes required by the IRS in order to qualify such Plan under Section 401 of the Internal Revenue Code of 1986, as amended. II-4 6 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) above 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 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 the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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. (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 Registrant's articles of incorporation, bylaws, or otherwise, the Registrant has been advised that in the opinion II-5 7 of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (signatures on following page) II-6 8 SIGNATURES The Registrant. 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 this Registration Statement on Form S-8 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on July 12, 1996. REPUBLIC INDUSTRIES, INC. (Registrant) By: /s/ H. Wayne Huizenga -------------------- H. Wayne Huizenga Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form S-8 (File No. 33-93742) has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ H. Wayne Huizenga Chairman of the Board and July 12, 1996 - -------------------- Chief Executive Officer H. Wayne Huizenga (Principal Executive Officer) /s/ Harris W. Hudson President and Director July 12, 1996 - ------------------- Harris W. Hudson /s/ Michael R. Carpenter Vice President and Controller July 12, 1996 - ----------------------- (Principal Accounting & Michael R. Carpenter Financial Officer)
II-7 9 /s/ Michael G. DeGroote Vice Chairman of the Board July 12, 1996 - ----------------------- Michael G. DeGroote /s/ J.P. Bryan Director July 12, 1996 - -------------- J.P. Bryan /s/ Rick L. Burdick Director July 12, 1996 - ------------------- Rick L. Burdick /s/ George D. Johnson, Jr. Director July 12, 1996 - -------------------------- George D. Johnson, Jr. /s/ John J. Melk Director July 12, 1996 - ---------------- John J. Melk
The Retirement Savings Plan. Pursuant to the requirements of the Securities Act, the Retirement Savings Plan has duly caused this Amendment No. 1 to the Registration Statement on Form S-8 (File No. 33-93742) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on July 12, 1996. REPUBLIC INDUSTRIES, INC. RETIREMENT SAVINGS PLAN By: Republic Industries, Inc., as Plan Administrator By: /s/ Courtland D. Peddy ---------------------- Courtland D. Peddy Vice President and Corporate Controller II-8 10 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description -------------- ----------- 4.1 Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Post-Effective Amendment No, 3 to Registration Statement on Form S-1, No. 33-63209) 4.2 Bylaws, as amended, of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Post-Effective Amendment No, 3 to Registration Statement on Form S-1, No. 33- 63209) 5.1 Opinion of Counsel (previously filed) 23.1 Consent of Counsel (previously filed) 23.2 Consent of Independent Certified Public Accountants
EX-23.02 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 Exhibit 23.02 Consent of Independent Certified Public Accountants 2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated July 9, 1996 included in Republic Industries, Inc. Retirement Savings Plan's Form 11-K for the year ended December 31, 1995. We also consent to the incorporation by reference in this registration statement of our report dated March 26, 1996 included in Republic Industries, Inc.'s Form 10-K for the year ended December 31, 1995, and our report dated February 9, 1996 (except with respect to the matter discussed in Note 11, as to which the date is February 29, 1996) on the combined financial statements of the Schaubach Companies, and our report dated March 5, 1996 on the combined financial statements of the Denver Alarm Companies, and our report dated March 15, 1996 on the supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries, all included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1996; and our report dated May 15, 1996 on the consolidated financial statements (restated) of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated May 15, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Fort Lauderdale, Florida, July 12, 1996. -----END PRIVACY-ENHANCED MESSAGE-----