<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1996
Registration No.333-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
RENTAL SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0569350
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14505 N. HAYDEN ROAD, SUITE 322
SCOTTSDALE, ARIZONA 85260
(Address of Principal Executive Offices) (Zip Code)
------------------
THE 1995 STOCK OPTION PLAN FOR KEY EMPLOYEES OF
ACME ACQUISITION HOLDINGS CORP. (*)
(Full title of the plan)
----------------------------------
MARTIN R. REID
CHIEF EXECUTIVE OFFICER
RENTAL SERVICE CORPORATION
14505 N. HAYDEN ROAD, SUITE 322
SCOTTSDALE, ARIZONA 85260
(Name and address of agent for service)
(602) 905-3300
(Telephone Number, Including Area Code, of Agent For Service)
------------------
Copies to:
ELIZABETH A. BLENDELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Share (2) Price (2) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 289,710 (1) $11.12 $3,251,577 $1,121.23
$.01 par value and
$27.25
</TABLE>
____________
(*) In February, 1996, Acme Acquisition Holdings Corp. changed its name to
Rental Service Corporation.
(1) The 1995 Stock Option Plan for Key Employees of Acme Acquisition Holdings
Corp. (the "Plan") authorizes the issuance of a maximum of 324,000 shares.
Of such shares, 287,850 shares are subject to presently outstanding options
and 34,290 shares have been issued upon exercise of previously granted
options. The 34,290 shares previously issued are not included in the number
of shares registered hereunder.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (i) the
weighted average exercise price per share of the outstanding options for the
purchase of the 287,850 shares and (ii) for the remaining 1,860 shares, upon
the average of the high and low prices for the Company's Common Stock on the
NASDAQ National Market on December 17, 1996.
Page 1 of 10 pages
Exhibit Index appears on page 7
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The registrant, Rental Service Corporation, a Delaware corporation (the
"Company"), hereby incorporates the following documents in this Registration
Statement by reference:
A. The Company's Prospectus, dated September 18, 1996, filed with the
Securities and Exchange Commission (the "Commission") pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"), on September 18, 1996;
B. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; and
C. Description of the Company's Common Stock contained (i) in the
Registration Statement on Form S-1 filed with the Commission pursuant
to the Act, on June 13, 1996, and amended by Amendment No. 1 thereto
filed with the Commission on July 31, 1996, Amendment No. 2 thereto
filed with the Commission on August 22, 1996 and Amendment No. 3
thereto filed with the Commission on September 17, 1996 and (ii) in
the Registration Statement on Form S-1 filed with the Commission
pursuant to Rule 462(b) of the Act on September 19, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this registration statement
and are a part hereof from the date of filing such documents. Any statement
contained in a document 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
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Page 2 of 10 pages
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") gives Delaware corporations broad powers to indemnify their present
and former directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and permits a corporation to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or otherwise.
The Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except in
certain cases, where liability is mandated by the DGCL. The provision has no
effect on any non-monetary remedies that may be available to the Company or its
stockholders, nor does it relieve the Company or its directors from compliance
with federal or state securities laws. The Bylaws of the Company generally
provide that the Company shall indemnify, to the fullest extent permitted by
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit, investigation, administrative
hearing or any other proceeding (each, a "Proceeding") by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, against expenses (including attorneys' fees) and losses, claims,
liabilities, judgments, fines and amounts paid in settlement actually incurred
by him in connection with such Proceeding. The Company has entered into, or
intends to enter into, agreements to provide indemnification for the Company's
directors and executive officers in addition to the indemnification provided for
in the Bylaws. These agreements, among other things, will indemnify the
Company's directors and executive officers for certain expenses (including
attorney's fees), and all losses, claims, liabilities, judgments, fines and
settlement amounts incurred by such person arising out of or in connection with
such person's service as a director or officer of the Company to the fullest
extent permitted by applicable law. In addition, the Company has obtained
director and officer liability insurance that insures the Company's directors
and officers against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Stockholders' Agreement, dated as of January 4, 1996, by and among
Rental Service Corporation and certain stockholders (incorporated
by reference to Exhibit 10.11 to the Form S-1 Registration
Statement filed by Rental Service Corporation on June 13, 1996
under the Securities Act (No. 333-05949) (the "June 1996 Form S-
1")).
4.2 The 1995 Stock Option Plan For Key Employees of Acme Acquisition
Holdings Corp. (incorporated by reference to Exhibit 10.15 to the
June 1996 Form S-1).
4.3 Form of Incentive Stock Option Agreement for Directors
(incorporated by reference to Exhibit 10.16 to the June 1996 Form
S-1).
4.4 Form of Incentive Stock Option Agreement for Region Managers
(incorporated by reference to Exhibit 10.17 to the June 1996 Form
S-1).
4.5 Form of Amended Incentive Stock Option Agreement for Region
Managers (incorporated by reference to Exhibit 10.18 to the June
1996 Form S-1).
Page 3 of 10 pages
<PAGE>
4.6 Form of Amended Incentive Stock Option Agreement for Corporate
Office Personnel (incorporated by reference to Exhibit 10.19 to the
June 1996 Form S-1).
4.7 Form of Incentive Stock Option Agreement for Other Corporate and
District Personnel (incorporated by reference to Exhibit 10.20 to
the June 1996 Form S-1).
4.8 Form of Amendment to Amended Incentive Stock Option Agreement for
Region Managers (incorporated by reference to Exhibit 10.25 to
Amendment No. 2 to the June 1996 Form S-1 filed with the Commission
on August 22, 1996 ("Amendment No. 2")).
4.9 Form of Amendment to Amended Incentive Stock Option Agreement for
Region Managers (incorporated by reference to Exhibit 10.26 to
Amendment No. 2).
4.10 Form of Amendment to Amended Incentive Stock Option Agreement for
Region Managers (incorporated by reference to Exhibit 10.27 to
Amendment No. 2).
4.11 Form of Amendment to Amended Incentive Stock Option Agreement for
Corporate Office Personnel (incorporated by reference to Exhibit
10.28 to Amendment No. 2).
5.1 Opinion of Latham & Watkins as to the legality of the shares being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on page 6).
Item 9. Undertakings
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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 the
Registration Statement;
(c) 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 (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
Page 4 of 10 pages
<PAGE>
(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.
(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.
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 Sections 13(a) or 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 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.
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 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 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.
Page 5 of 10 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Scottsdale, State of Arizona, on this 23rd day of
December, 1996.
RENTAL SERVICE CORPORATION
By: /s/ Martin R. Reid
--------------------------
Martin R. Reid
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Martin
R. Reid, and each or any of them, his true and lawful attorney-in-fact and
agents, with full power 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 Commission, granting unto said attorneys-in-fact and agents,
and each of them, 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 or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Martin R. Reid Chairman of the Board and December 23, 1996
- ------------------------------ Chief Executive Officer
Martin R. Reid (Principal Executive Officer)
/s/ Douglas A. Waugaman Vice President, Chief December 23, 1996
- ------------------------------ Financial Officer, Secretary
Douglas A. Waugaman and Treasurer (Principal
Financial and Accounting
Officer)
/s/ William M. Barnum, Jr. Director December 23, 1996
- ------------------------------
William M. Barnum, Jr.
/s/ James R. Buch Director December 23, 1996
- ------------------------------
James R. Buch
/s/ Christopher A. Laurence Director December 23, 1996
- ------------------------------
Christopher A. Laurence
Director December , 1996
- ------------------------------
John G. Quigley
/s/ Frederick J. Warren Director December 23, 1996
- ------------------------------
Frederick J. Warren
/s/ Eric L. Mattson Director December 23, 1996
- ------------------------------
Eric L. Mattson
</TABLE>
Page 6 of 10 Page
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
4.1 Stockholders' Agreement, dated as of January 4, 1996, by and among N/A
Rental Service Corporation and certain stockholders (incorporated by
reference to Exhibit 10.11 to the June 1996 Form S-1).
4.2 The 1995 Stock Option Plan for Key Employees of Acme Acquisition N/A
Holdings Corp. (incorporated by reference to Exhibit 10.15 to the June
1996 Form S-1).
4.3 Form of Incentive Stock Option Agreement for Directors (incorporated by N/A
reference to Exhibit 10.16 to the June 1996 Form S-1).
4.4 Form of Incentive Stock Option Agreement for Region Managers N/A
(incorporated by reference to Exhibit 10.17 to the June 1996 Form S-1).
4.5 Form of Amended Incentive Stock Option Agreement for Region N/A
Managers (incorporated by reference to Exhibit 10.18 to the June 1996
Form S-1).
4.6 Form of Amended Incentive Stock Option Agreement for Corporate Office N/A
Personnel (incorporated by reference to Exhibit 10.19 to the June 1996
Form S-1).
4.7 Form of Incentive Stock Option Agreement for Other Corporate and N/A
District Personnel (incorporated by reference to Exhibit 10.20 to the June
1996 Form S-1).
4.8 Form of Amendment to Amended Incentive Stock Option Agreement for N/A
Region Managers (incorporated by reference to Exhibit 10.25 to
Amendment No. 2).
4.9 Form of Amendment to Amended Incentive Stock Option Agreement for N/A
Region Managers (incorporated by reference to Exhibit 10.26 to
Amendment No. 2).
4.10 Form of Amendment to Amended Incentive Stock Option Agreement for N/A
Region Managers (incorporated by reference to Exhibit 10.27 to
Amendment No. 2).
4.11 Form of Amendment to Amended Incentive Stock Option Agreement for N/A
Corporate Office Personnel (incorporated by reference to Exhibit 10.28 to
Amendment No. 2).
*5.1 Opinion of Latham & Watkins as to the legality of the shares being 8
registered.
*23.1 Consent of Ernst & Young LLP. 9
*23.2 Consent of Ernst & Young LLP. 10
*23.3 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). 8
*24.1 Powers of Attorney (included on page 6). 6
</TABLE>
________________________
* Filed herewith
Page 7 of 10 Pages
<PAGE>
Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS]
December 23, 1996
Rental Service Corporation
14505 N. Hayden Road, Suite 322
Scottsdale, Arizona 85260
Re: Rental Service Corporation Common Stock
par value $.01 per share
--------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of 289,710 shares of Common Stock, par value $.01 per
share (the "Shares"), to be sold by Rental Service Corporation (the "Company")
under The 1995 Stock Option Plan for Key Employees of Acme Acquisition Holdings
Corp. (the "Plan"). We are familiar with the proceedings undertaken in
connection with the authorization, issuance and sale of the Shares.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration in excess of the
aggregate par value of the Shares issued, such Shares will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
Page 8 of 10 pages
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated March 30, 1995
with respect to the consolidated financial statements of Acme Holdings Inc. as
of December 31, 1993 and 1994, and for each of the three years in the period
ended December 31, 1994, included in the Prospectus of Rental Service
Corporation dated September 18, 1996, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on
September 18, 1996, and incorporated by reference in the Registration Statement
(Form S-8 No. 333-______) pertaining to the 1995 Stock Option Plan for Key
Employees of Acme Acquisition Holdings Corp.
ERNST & YOUNG LLP
Orange County, California
December 20, 1996
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated April 30, 1996,
except as to Note 11 to the consolidated financial statements, as to which the
date is August 21, 1996, with respect to the consolidated financial statements
of Rental Service Corporation as of December 31, 1994 and 1995 and for each of
the three years in the period ended December 31, 1995, our report dated May 15,
1996 with respect to the financial statements of Equipment Rental & Supply, Inc.
as of and for the year ended December 31, 1995, our report dated May 14, 1996
with respect to the statement of operations of Rental Service Company for the
year ended May 31, 1993, our report dated July 11, 1996 with respect to the
statement of operations of Wilson Equipment Co., Inc. for the period from
January 1, 1993 through June 28, 1993, our report dated August 7, 1996 with
respect to the combined financial statements of B&S Rental Companies as of and
for the eleven months ended May 31, 1996, and our report dated August 14, 1996
with respect to the financial statements of CVM, Inc. as of and for the year
ended November 30, 1995, included in the Prospectus of Rental Service
Corporation dated September 18, 1996, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act of 1993, as amended, on
September 18, 1996, and incorporated by reference in the Registration Statement
(Form S-8 No.333-____) pertaining to the 1995 Stock Option Plan for Key
Employees of Acme Acquisition Holdings Corp.
ERNST & YOUNG
Phoenix, Arizona
December 20, 1996
