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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
RENTAL SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0569350
(State of incorporation or organization) (I.R.S. Employer Identification No.)
14505 N. Hayden Road, Suite 322 85260
Scottsdale, Arizona (Zip Code)
(Address of principal executive offices)
Securities to be Registered Pursuant to
Section 12(b) of the Act
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instructions A.(c)(2), please check the following box [_]
Securities to be Registered Pursuant to
Section 12(g) of the Act:
Common Stock,$.01 par value, Nasdaq National Market
(Title of each class to be registered)
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ITEM 1. Description of Registrant's Securities to be Registered.
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A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock--Common Stock"
at page 51 of the Preliminary Prospectus included in the Registrant's
Registration Statement on Form S-1, (Registration No. 333-05949) filed with the
Securities and Exchange Commission (the "Commission") on June 13, 1996, as
amended by Amendment No. 1 thereto filed with the Commission on July 31, 1996
and as amended by Amendment No. 2 thereto filed with the Commission on August
22, 1996, and is incorporated herein by reference.
ITEM 2. Exhibits.
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Exhibit
Number Description
- ------ -----------
1.1 Specimen certificate for Registrant's Common Stock.
2.1 Amended and Restated Certificate of Incorporation of the Registrant.
(Filed as Exhibit 3.1 to Registrant's Registration Statement on Form
S-1 (Registration No. 333-05949) and incorporated herein by
reference.)
2.2 Form of Amended and Restated Bylaws of the Registrant. (Filed as
Exhibit 3.2 to Registrant's Registration Statement on Form S-1
(Registration No. 333-05949) and incorporated herein by reference.)
Page 2 of 3 pages
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATE: August 22, 1996 RENTAL SERVICE CORPORATION
By: /s/ Martin R. Reid
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Martin R. Reid
Chairman of the Board and
Chief Executive Officer
Page 3 of 3 pages
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EXHIBIT 1.1
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______ ______
NUMBER LOGO SHARES
RENTAL SERVICE CORPORATI0N
SD
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<S> <C> <C>
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON COMMON
RENTAL SERVICE CORPORATION
PAR VALUE $.01 SEE REVERSE FOR CERTAIN DEFINITIONS
PER SHARE CUSIP 76009V 10 2
THIS CERTIFIES THAT
as the record holder of
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FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
RENTAL SERVICE CORPORATION, transferable on the share register of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar. Reference is made to the statement on the reverse hereof with respect to the
classes of shares.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
SEAL
/s/ /s/
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Secretary Chairman of the Board
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RENTAL SERVICE CORPORATION
Rental Service Corporation is authorized to issue two classes of shares,
Common and Preferred, and the Preferred may be issued in one or more series. A
statement of the powers, designations, preferences and relative, participating,
optional or other special rights to each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights granted to or imposed upon the respective classes or series of shares and
upon the holders thereof as established by the certificate of incorporation or
by any certificate of designation, and the number of shares constituting each
series and the designations thereof, may be obtained upon request and without
charge from the principal office of the corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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<CAPTION>
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<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT.............Custodian....................
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of Under Uniform Gifts to Minors
survivorship and not as tenants in Acts..........................
common (State)
UNIF TRF MIN ACT...............Custodian (until age............)
(Cust)
..................under Uniform Transfers
(Minor)
to Minors Act....................................
(State)
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</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and transfer
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unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
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X
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X
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.
