Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Republic Services Inc S-8 8 43K
2: EX-4.2 Certificate of Amendment 3 9K
3: EX-4.4 Form of the Company's Common Stock Certificate 2 12K
4: EX-5.1 Opinion of Akerman, Senterfitt, & Eidson 2± 9K
5: EX-10.1 Republic Services 401(K) Plan 68 204K
6: EX-23.1 Consent of Arthur Andersen LLP 1 6K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1999
REGISTRATION NO. 333-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
REPUBLIC SERVICES, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
DELAWARE 65-0716904
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
REPUBLIC SERVICES, INC.
110 S.E. SIXTH STREET, 28TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(954) 769-2400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
DAVID A. BARCLAY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
REPUBLIC SERVICES, INC.
110 S.E. SIXTH STREET, 28TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(954) 769-2400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
REPUBLIC SERVICES 401(K) PLAN
(Full Title of the Plan)
-------------------------
COPIES OF ALL COMMUNICATIONS TO:
JONATHAN L. AWNER, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE PER SHARE OFFERING PRICE (2) FEE
--------------------------- ------------- ------------------------ ------------------ ------------
Common Stock, par value $0.01 per 800,000 $22.91(1) $18,328,000(1) $5,096.00
share
======================================================================================================================
(1) Estimated solely for the purposes of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low
prices of a shares of the Registrant's Common Stock as reported on The
New York Stock Exchange on June 23, 1999. In addition, pursuant to Rule
416(c) of the Securities Act of 1933, as amended, this Registration
Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Employees participating in the Plan may allocate their contribution
among various investment alternatives offered by the Plan which
includes Common Stock of the Registrant. The Registrant will contribute
$.50 for each $1.00 of employee contributions up to 4% of eligible
compensation in the form of original issuances of Common Stock of the
Registrant.
Total Number of Sequentially Numbered Pages: 8
Exhibit Index on Sequentially Numbered Page: 8
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Republic Services 401(k) Plan
(the "Plan") filed by Republic Services, Inc. (the "Company") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof will be available to participants in the Plan, without charge, upon
written or oral request. Any such request should be directed to David A.
Barclay, Senior Vice President and General Counsel, Republic Services, Inc., 110
S.E. Sixth Street, 28th Floor, Fort Lauderdale, Florida, 33301, Telephone (954)
769-2400.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Republic Services,
Inc. (the "Company") with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998; and
(b) The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1999; and
(c) The Company's prospectus filed pursuant to Rule 424(b) under
the Securities Act, filed with the Commission on May 20, 1999;
and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, dated March 3,
1999, as amended.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
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 modified or superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares registered hereby will be passed upon for
the Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain
attorneys employed by Akerman, Senterfitt & Eidson, P.A. beneficially own shares
of the Common Stock of the Company as of the date hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation, as
amended (the "Certificate") provides that the Company shall indemnify, to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law
("DGCL"), each person who is involved in any litigation or other proceeding
because such person is or was a director or officer of the Company, against all
expense, loss or liability reasonably incurred or suffered in connection
therewith. The Amended and Restated Bylaws (the "Bylaws") provide that a
director or officer may be paid expenses
3
incurred in defending any proceeding in advance of its final disposition upon
receipt by the Company of an undertaking, by or on behalf of the director or
officer, to repay all amounts so advanced if it is ultimately determined that
such director or officer is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director
or officer of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he had no reason to believe his conduct
was unlawful. In a derivative action (i.e., one brought by or on behalf of the
corporation), indemnification may be made only for expenses, actually and
reasonably incurred by any director or officer in connection with the defense or
settlement of such an action or suit, if such person acted in good faith and in
a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which the action or suit was brought shall
determine that the defendant is fairly and reasonably entitled to indemnity for
such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Certificate eliminates
the liability of a director to the corporation or its stockholders for monetary
damages for such breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) from any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 -- Amended and Restated Certificate of
Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the period
ended June 30, 1998).
4.2 -- Certificate of Amendment of Amended and
Restated Certificate of Incorporation of the
Company dated June 15, 1999.
4.3 -- Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2 of
the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1998).
4.4 -- Form of the Company's Common Stock Certificate.
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Republic Services 401(k) Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion
filed as Exhibit 5.1).
4
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
24.1 -- Powers of Attorney (included as part of the
signature page hereto).
In lieu of the opinion of counsel or determination letter contemplated
by Section 601(b)(5) of Regulation S-K, the Registrant hereby undertakes that it
will submit the Plan and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to continue to qualify the Plan under Section 401 of the Internal Revenue
Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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;
(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 (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 or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in 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.
C. 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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 of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Fort Lauderdale, State of Florida, on the 29th day of June, 1999.
REPUBLIC SERVICES, INC.
By:/s/ Harris W. Hudson
--------------------------
Harris W. Hudson
Vice Chairman and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints H. Wayne Huizenga and Harris W.
Hudson his true and lawful attorneys-in-fact, 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 or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ H. Wayne Huizenga Chairman of the Board June 29, 1999
---------------------------------
H. Wayne Huizenga
/s/ Harris W. Hudson Vice Chairman and Director June 29, 1999
---------------------------------
Harris W. Hudson
/s/ James E. O'Connor Chief Executive Officer and Director June 29, 1999
--------------------------------- (principal executive officer)
James E. O'Connor
/s/ Tod C. Holmes Senior Vice President and Chief June 29, 1999
--------------------------------- Financial Officer (principal financial
Tod C. Holmes officer and principal accounting
officer)
/s/ John W. Croghan Director June 29, 1999
---------------------------------
John W. Croghan
/s/ Ramon A. Rodriguez Director June 29, 1999
---------------------------------
Ramon A. Rodriguez
/s/ Allan C. Sorensen Director June 29, 1999
-----------------------------
Allan C. Sorensen
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Plan
administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on the 29th day of June, 1999.
REPUBLIC SERVICES 401(K) PLAN
By: The Administrative Committee, as Plan Administrator
/s/ David A. Barclay
-------------------------------
By: David A. Barclay
Title: Senior Vice President, General Counsel, Secretary
and Member of the Administrative Committee
administering the Republic Services 401(k) Plan
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 -- Amended and Restated Certificate of
Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's
Quarterly Report Form 10-Q for the period
ended June 30, 1998).
4.2 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Company dated June 15, 1999.
4.3 -- Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2 of
the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1998).
4.4 -- Form of the Company's Common Stock Certificate.
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Republic Services 401(k) Plan.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion
filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page hereto).
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Dates Referenced Herein and Documents Incorporated by Reference
6 Subsequent Filings that Reference this Filing
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