<PAGE>
As filed with the Securities and Exchange Commission on June 19, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
------------------
FIRST AMENDED AND RESTATED EMPLOYEE QUALIFIED STOCK PURCHASE PLAN OF RENTAL
SERVICE CORPORATION
(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
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 250,000 (1) $24.69 $6,172,500 $1,870.45
$.01 par value
</TABLE>
____________
(1) The First Amended and Restated Employee Qualified Stock Purchase Plan of
Rental Service Corporation (the "Q.S.P. Plan") authorizes the issuance of a
maximum of 250,000 shares.
(2) For purposes of computing the registration fee only, Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low prices for the Company's Common Stock, par value
$.01, on the New York Stock Exchange on June 17, 1997.
<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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed with the Securities and Exchange
Commission (the "Commission") on March 12, 1997;
B. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed with the Commission on May 14, 1997;
C. The Company's Current Report on Form 8-K dated January 31, 1997;
D. The Company's Current Report on Form 8-K dated March 14, 1997;
E. The Company's Current Report on Form 8-K dated April 14, 1997;
F. The Company's Current Report on Form 8-K dated May 16, 1997;
G. The Company's Current Report on Form 8-K/A dated June 4, 1997;
H. The Company's Current Report on Form 8-K dated June 18, 1997; and
I. The description of the Common Stock, par value $.01 ("Common
Stock"), of the Company contained in the Company's Registration
Statement on Form S-1 (Registration No. 333-26753), filed with the
Commission on May 9, 1997.
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.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
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.
<TABLE>
<CAPTION>
Item 8. Exhibits
<S> <C>
4.1 First Amended and Restated Employee Qualified Stock Purchase
Plan of Rental Service Corporation.
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 McGladrey & Pullen, LLP
23.3 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on page 5).
</TABLE>
3
<PAGE>
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 of 1933, as amended (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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective 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.
(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.
4
<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 18th day of
June, 1997.
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 June 18, 1997
- ------------------------- Chief Executive Officer
Martin R. Reid (Principal Executive Officer)
/s/ Robert M. Wilson Chief Financial Officer, June 18, 1997
- ------------------------- Secretary and Treasurer
Robert M. Wilson (Principal Financial and
Accounting Officer)
/s/ William M. Barnum, Jr. Director June 18, 1997
- -------------------------
William M. Barnum, Jr.
- ------------------------- Director
James R. Buch
/s/ Christopher A. Laurence Director June 18, 1997
- ---------------------------
Christopher A. Laurence
/s/ Eric L. Mattson Director June 18, 1997
- ---------------------------
Eric L. Mattson
/s/ Britton H. Murdoch Director June 18, 1997
- -------------------------
Britton H. Murdoch
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
*4.1 First Amended and Restated Employee Qualified Stock Purchase Plan
of Rental Service Corporation. 7
*5.1 Opinion of Latham & Watkins as to the legality of the shares being
registered. 14
*23.1 Consent of Ernst & Young LLP. 15
*23.2 Consent of McGladrey & Pullen, LLP 16
*23.3 Consent of Latham & Watkins (included in Exhibit 5.1 hereto). 14
*24.1 Powers of Attorney (included on page 5). 5
</TABLE>
________________________
* Filed herewith
6
<PAGE>
EXHIBIT 4.1
RENTAL SERVICE CORPORATION
FIRST AMENDED AND RESTATED EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
Rental Service Corporation, a Delaware corporation (the "Company"), hereby
adopts this First Amended and Restated Employee Qualified Stock Purchase Plan
(the "Q.S.P. Plan").
1. PURPOSE. The purpose of the Q.S.P. Plan is to assist employees of the
Company in acquiring stock ownership interests in the Company, pursuant to a
plan which qualifies as an "employee stock purchase plan" under Code Section
423. The Q.S.P. Plan is intended to help employees provide for their future
security, and to encourage them to remain in the employ of the Company. For
purposes of the Q.S.P. plan, it is the Company's intention to allow
participation both by its employees and by employees of its Subsidiary
Corporations. Accordingly, the term "Company" as used in the Q.S.P. Plan shall
include such Subsidiary Corporations where required to effectuate this
intention.
2. DEFINITIONS. Whenever one of the following terms is used in the Q.S.P. Plan
with the first letter or letters capitalized, it shall have the following
meaning, unless the context clearly indicates to the contrary (such definitions
to be equally applicable to the singular and plural forms of the terms defined):
(a) "Administrator" shall mean the Company, acting through its chief executive
officer or his or her delegate.
(b) "Base Pay" shall mean gross pay received by an Employee on each Payday as
cash compensation for services to the Company, excluding overtime payments,
sales commissions, incentive compensation, bonuses, and other special-payments,
except to the extent that the inclusion of any such item is specifically
designated by the Administrator.
(c) "Board of Directors" shall mean the Board of Directors of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Company" shall mean Rental Service Corporation, a Delaware corporation.
(f) "Eligible Employee" shall mean any Employee who satisfies the requirements
of Section 4.
(g) "Employee" shall mean any person who renders services to the Company in
the status of an employee within the meaning of Code Section 3121(d). "Employee"
shall not include any director of the Company who does not render services to
the Company in the status of an employee within the meaning of Code Section
3121(d).
(h) "Enrollment Form" shall mean the form prescribed by the Administrator,
which shall include a form of stock purchase agreement pursuant to which an
Eligible Employee shall purchase shares of Stock under the Q.S.P. Plan and a
form of payroll deduction authorization pursuant to which such Eligible Employee
shall authorize the Company to deduct such Eligible Employee's contributions
under the Q.S.P. Plan.
(i) "Enrollment Period" shall mean the two week period determined in
accordance with Subsection 6(b).
(j) "Offering Period" shall mean each six month period as provided in Section
5. Options shall be granted on the first day of an Offering Period and exercised
on the last day of such Offering Period, as provided in Section 8.
(k) "Option" shall mean an option granted to an Eligible Employee to purchase
shares of Stock under the Q.S.P. Plan.
7
<PAGE>
(l) "Option Price" shall mean the per share exercise price of shares of Stock
to be purchased pursuant to an Option, as provided in Section 9.
(m) "Parent Corporation" shall mean any corporation, other than the Company,
in an unbroken chain of corporations ending with the Company if, at the time of
the granting of the Option, each of the corporations other than the Company own
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(n) "Payday" of an Employee shall mean the regular and recurring established
day for payment of cash compensation to Employees in the same classification or
position.
(o) "Q.S.P. Plan" shall mean this First Amended and Restated Employee
Qualified Stock Purchase Plan of Rental Service Corporation.
(p) "Subsidiary Corporation" shall mean any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
(q) "Stock" shall mean the shares of the Company's Common Stock, $.01 par
value.
3. STOCK SUBJECT TO THE Q.S.P. PLAN.
(a) Subject to Section 13, the shares of Stock which may be sold pursuant to
Options granted under the Q.S.P. Plan shall not exceed 250,000 shares.
(b) The Company shall reserve for issuance under the Q.S.P. Plan 250,000
shares of either the Company's authorized but unissued Stock or Stock held in
the Company's treasury.
(c) Any adjustment to the number of shares of Stock reserved for issuance
under the Q.S.P. Plan shall be made only in accordance with Sections 13
(relating to recapitalization) and 16 (relating to amendments of the Q.S.P.
Plan).
4. ELIGIBILITY. Each Employee of the Company who on the first day of any
Enrollment Period:
(a) has been employed by the Company for not less than one (1) year;
(b) is customarily employed by the Company for more than twenty (20) hours per
week; and
(c) is customarily employed by the Company for more than five (5) months per
calendar year, shall become an Eligible Employee on such day.
8
<PAGE>
5. OFFERING PERIODS.
Options shall be granted under the Q.S.P. Plan in successive six month
Offering Periods until the earlier of the maximum number of shares subject to
sale pursuant to Options have been sold, or the Q.S.P. Plan is terminated. The
Administrator shall determine, in its discretion, the date of commencement of
each Offering Period; provided, that no Offering Period shall commence during
any other Offering Period.
6. PARTICIPATION IN THE Q.S.P. PLAN.
(a) Each Eligible Employee may elect to participate in the Q.S.P. Plan for an
Offering Period by submitting to the Administrator a completed and executed
Enrollment Form in accordance with subsection (b). An Eligible Employee who
elects to participate in the Q.S.P. Plan for an Offering Period shall specify on
such Enrollment Form an amount (in whole dollars) or a whole percentage of Base
Pay (which amount or percentage shall not exceed 15% of such Eligible Employee's
Base Pay) to be withheld by payroll deduction, which upon the exercise of the
Option granted to such Eligible Employee with respect to such Offering Period,
shall be contributed to the Company as payment for shares of Stock purchased
pursuant to the Option. The Administrator may determine for any particular
Offering Periods that Enrollment Forms must specify either only an amount or
only a percentage of Base Pay to be withheld.
(b) The Enrollment Form must be submitted to the Administrator during the two-
week period (the "Enrollment Period") commencing one month prior to the first
day of the Offering Period and ending two weeks prior to the first day of the
Offering Period in order to participate in the Q.S.P. Plan during such Offering
Period.
(c) Except as otherwise provided in subsection (b) and Section 11, an
Employee's Enrollment Form shall operate with respect to each Offering Period
commencing after delivery of the Enrollment Form to the Administrator for which
such Employee is an Eligible Employee; provided, however, that if the
Administrator determines that Enrollment Forms relating to any particular
Offering Periods must specify only an amount or only a percentage of Base Pay to
be withheld, then Eligible Employees whose Enrollment Forms do not comply with
such determination will have to complete new Enrollment Forms in order to
participate in the Q.S.P. Plan during such Offering Periods.
7. PAYROLL DEDUCTIONS.
(a) Cash compensation payable to an Eligible Employee who elects to
participate in the Q.S.P. Plan for an Offering Period shall be reduced each
Payday through payroll deductions by an amount equal to the amount or percentage
of Base Pay, as applicable, specified by the Eligible Employee under Section 6.
(b) The amount of each Eligible Employee's payroll deduction shall be held by
the Company and credited to an account established for such Eligible Employee.
The Company shall not pay any interest on the funds credited to an Eligible
Employee's account under the Q.S.P. Plan.
(c) An Eligible Employee participating in the Q.S.P. Plan may change his or
her payroll deduction amount or percentage for any Offering Period by submitting
a new Enrollment Form to the Administrator during the Enrollment Period for such
Offering Period. Such change in payroll deduction amount or percentage shall
become effective on the first day of the Offering Period.
(d) During a leave of absence from the Company which is approved by the
Company and which meets the requirements of Treasury Regulation Section 1.421-
7(h)(2), an Eligible Employee may continue to participate in the Q.S.P. Plan by
making cash payments to the Company on each Payday equal to the dollar amount of
the payroll deduction made for such Eligible Employee for the Payday next
preceding the first day of such Eligible Employee's leave of absence.
9
<PAGE>
8. GRANT OF OPTIONS; EXERCISE OF OPTIONS.
(a) Each Eligible Employee participating in the Q.S.P. Plan shall be granted
an option on the first day of the Offering Period for each Offering Period for
which such Eligible Employee elects to participate. The term of each Option
shall end on the last day of the Offering Period for which the Option is
granted, and such Option shall expire immediately thereafter. The number of
shares of Stock subject to each Option shall be the quotient of the total
payroll deductions made for the Eligible Employee during the Offering Period,
divided by the Option Price; provided, however, that the number of shares of
Stock subject to each Option shall not exceed 1,500 shares.
(b) Except as otherwise provided in subsection (c), each Eligible Employee
participating in the Q.S.P. Plan shall be deemed to have exercised his or her
Option on the last day of the Offering Period.
(c) An Eligible Employee's Option shall not be exercised on the last day of
the offering Period if such Eligible Employee instructs the Administrator in
writing at least two weeks prior to the last day of the Offering Period that
such Option is not to be exercised. As soon as practicable after receipt of such
instruction, the Administrator shall pay to such Eligible Employee in cash in
one lump sum the balance of payroll deductions credited to such Eligible
Employee's account under the Q.S.P. Plan, without the payment of any interest
thereon.
(d) If the total number of shares of Stock for which options are to be
exercised on any date exceeds the number of shares remaining unsold under the
Q.S.P. Plan (after deduction of all shares for which Options have theretofore
been exercised), the Administrator shall make a pro rata allocation of the
available remaining shares in as nearly a uniform manner as shall be practicable
and any balance of payroll deductions credited to the accounts of Eligible
Employees which have not been applied to the purchase of shares of Stock shall
be paid to such Eligible Employees in cash in one lump sum as soon as
practicable, without payment of any interest thereon.
(e) Notwithstanding any provision in this Section to the contrary, an Eligible
Employee shall not be granted an Option:
(i) if, immediately after the Option is granted, such Employee would own
stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company, any Parent Corporation or any Subsidiary
Corporation. For purposes of determining stock ownership under this paragraph,
the rules of Code Section 424(d) shall apply and stock which an Eligible
Employee may purchase under outstanding options held by such Eligible Employee
shall be treated as stock owned by such Eligible Employee; or
(ii) which permits such Eligible Employee's rights to purchase stock under
all employee stock purchase plans of the Company, any Parent Corporation or
any Subsidiary Corporation, which qualify under Code Section 423, to accrue at
a rate which exceeds $25,000 of fair market value of such stock (determined at
the time such option is granted) for each calendar year in which such option
is outstanding at any time. For purpose of the limitations imposed by this
paragraph, the right to purchase stock under an option accrues when the option
(or any portion thereof) first becomes exercisable during the calendar year,
the right to purchase stock under an option accrues at the rate provided in
the option (but in no case may such rate exceed $25,000 of fair market value
of such stock determined at the time such option is granted for any one
calendar year), and a right to purchase stock which has accrued under the
option may not be carried over to any other option.
9. OPTION PRICE.
(a) The per share exercise price of each option (the "Option Price") shall be
an amount equal to the lesser of:
(i) 85% of the fair market value of a share of Stock on the date the Option
is granted (the first day of the Offering Period); or
10
<PAGE>
(ii) 85% of the fair market value of a share of Stock on the date such
option is exercised (the last day of the Offering Period).
(b) For purposes of subsection (a), the fair market value of a share of Stock
as of a given date shall be:
(i) the closing price of a share of Stock on the principal exchange on
which shares of Stock are then trading, if any, on such date, or, if shares
were not traded on such date, then on the next preceding trading day during
which a sale occurred;
(ii) if such Stock is not traded on an exchange but is quoted on Nasdaq or
a successor quotation system, the last sales price (if the Stock is then
listed as a National Market issue under the Nasdaq National Market System) or
the mean between the closing representative bid and asked prices (in all other
cases) for the Stock of such date as reported by Nasdaq or a successor
quotation system;
(iii) if such Stock is not publicly traded on an exchange and not quoted on
Nasdaq or a successor quotation system, the mean between the closing bid and
asked prices for the Stock on such date as determined in good faith by the
Administrator; or
(iv) if the Stock is not publicly traded, the fair market value established
by the Administrator acting in good faith.
10. ISSUANCE OF CERTIFICATES.
(a) Unless otherwise requested by an Eligible Employee, shares of Stock
(including fractional shares) purchased by Eligible Employees under the Q.S.P.
Plan may be issued and held in "street name" by Merrill Lynch or other
nationally recognized securities firm chosen by the Administrator. The
Administrator shall, as soon as practicable after receipt of a written request
from an Eligible Employee, deliver to such Eligible Employee a certificate
evidencing any previously undelivered whole shares of Stock purchased by such
Eligible Employee under the Q.S.P. Plan from funds credited to such Eligible
Employee's account. To the extent there are any fractional shares of Stock in
such Eligible Employee's account at the time of such request, (i) such
fractional shares shall be deemed liquidated at the fair market value of the
Stock on the date the applicable request is processed and (ii) the proceeds of
such liquidation shall be promptly delivered to the Eligible Employee.
(b) In the event the Administrator is required to obtain authority to issue
certificates for any shares of Stock purchased by an Eligible Employee under the
Q.S.P. Plan from any commissioner or agency, the Administrator will seek to
obtain such authority. If the Administrator in unable, after reasonable efforts,
to obtain such authority, the Administrator and the Company shall be relieved
from all liability and shall pay to each such Eligible Employee the balance of
payroll deductions credited to each such Eligible Employee's account under the
Q.S.P. Plan in cash in one lump sum as soon as practicable, without the payment
of any interest thereon.
11. CESSATION OF PARTICIPATION.
(a) Except as otherwise provided in Subsection 7(d), an Eligible Employee
shall cease to participate in the Q.S.P. Plan in the event that:
(i) the Administrator receives written instructions from the Eligible
Employee to terminate such Eligible Employee's participation in the Q.S.P.
Plan;
(ii) the Eligible Employee resigns or is discharged from employment by the
Company, or has a leave of absence from the Company; or
11
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(iii) the Employee dies.
(b) Upon cessation of participation by an Eligible Employee, such Eligible
Employee's payroll deductions shall cease. If such cessation of participation
occurs during the last two weeks of an Offering Period and for a reason other
than the Eligible Employee's death, such Eligible Employee's Option shall be
exercised on the last day of the Offering Period in accordance with Section
8(b). Upon such cessation of participation at any other time, any balance of
payroll deductions credited to such Eligible Employee's account under the Q.S.P.
Plan shall be paid to the Employee in cash in one lump sum as soon as
practicable after cessation of participation, without payment of any interest
thereon. If there is a cessation of participation due to the death of an
Eligible Employee, the balance of payroll deductions credited to such Eligible
Employee's account shall be paid or distributed to the executor or administrator
of the Eligible Employee's estate, and neither the Administrator nor the Company
shall have any further liability to anyone.
(c) An Eligible Employee shall not be eligible to participate in the Q.S.P.
Plan during the Offering Period which immediately follows the Offering Period
during which such Employee voluntarily terminated participation in the Q.S.P.
Plan under paragraph (a)(i).
12. TRANSFER OF OPTION. Options granted pursuant to the Q.S.P. Plan shall not
be transferable by an Eligible Employee, other than by will or the laws of
descent and distribution, and shall be exercisable during the Eligible
Employee's lifetime only by such Eligible Employee.
13. RECAPITALIZATION. If there shall be any change in the Stock subject to the
Q.S.P. Plan or the Stock subject to any Option, through merger, consolidation,
reorganization, recapitalization, reincorporation, stock split, stock dividend
(in excess of 2% of the fair market value of the Stock) or other change in the
corporate structure of the Company, appropriate adjustments shall be made by the
Administrator to the aggregate number of shares subject to the Q.S.P. Plan and
the number of shares and the price per share subject to outstanding Options in
order to preserve, but not to increase, the benefits of the Eligible Employees
hereunder; provided, however, that subject to any required action by the
stockholders, if the Company shall not be the surviving corporation in any such
merger, consolidation or reorganization, every Option outstanding shall
terminate, unless the surviving corporation shall (subject to applicable
provisions of the Code) issue a new option therefor or assume (with appropriate
changes) the existing Option. If the Option shall terminate by reason of such
merger, consolidation, or reorganization, then any provision herein to the
contrary notwithstanding, any option held by an Eligible Employee may be
exercised, in whole or in part, by such Eligible Employee at any time prior to
or concurrently with consummation of such merger, consolidation or
reorganization.
14. RIGHTS AS A STOCKHOLDER. An Eligible Employee shall have no rights as a
stockholder with respect to any shares of Stock covered by Options until the
date of the issuance of a certificate for such shares of Stock. No adjustments
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such certificate is issued, except as otherwise
expressly provided herein.
15. COSTS; INDEMNIFICATION.
(a) All costs and expenses incurred in administering the Q.S.P. Plan shall be
paid by the Company; provided, however, that the Company shall not be
responsible for any costs or expenses related to the sale by any Eligible
Employee of stock acquired pursuant to the Q.S.P. Plan.
(b) In addition to such other rights of indemnification as the Administrator
may have as a director or officer of the Company, the Company shall indemnify
and hold the Administrator harmless against any and all liability, loss, costs,
damages, attorneys' fees and other expenses the Administrator may sustain or
incur in connection with administration of the Q.S.P. Plan, except for
liability, loss, costs, damages, attorneys' fees and other expenses caused by
the negligence of the Administrator or his agent; provided, that within 60 days
after the institution of any action,
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suit or proceeding the Administrator shall in writing offer the Company the
opportunity to handle, prosecute or defend the same, at the Company's own
expense. The Administrator shall have the right, but not the obligation, to
adjust, settle, or compromise any claim, obligation, debt, demand, suit or
judgment against the Administrator, and if such settlement is approved by
independent legal counsel selected by the Company then the Company shall
reimburse the Administrator for all sums of money the Administrator may pay or
become liable to pay against which the Administrator is indemnified hereunder.
16. AMENDMENT OR TERMINATION OF THE Q.S.P. PLAN. The Board of Directors may at
any time, with respect to any shares of Stock not then subject to Options
suspend or terminate the Q.S.P. Plan, and may amend the Q.S.P. Plan from time to
time as the Board of Directors may deem advisable; provided, however, that
except as provided in Section 13 hereof, the Board of Directors shall not amend
the Q.S.P. Plan in the following respects without the affirmative vote of
approval by a majority of the outstanding shares of Stock of the Company:
(a) To increase the maximum number of shares of Stock subject to the Q.S.P.
Plan;
(b) To change the designation or class of employees eligible to receive
Options under the Q.S.P. Plan; or
(c) In any manner which would cause the Q.S.P. Plan to no longer be an
employee stock purchase plan under Code Section 423.
17. APPLICATION OF FUNDS. The proceeds received by the Company from the sale
of Stock pursuant to the exercise of Options shall be deposited in the account
of the general corporate funds of the Company.
18. APPROVAL OF STOCKHOLDERS. On April 28, 1997, a majority of the outstanding
shares of Stock of the Company voted to approve the Employee Qualified Stock
Purchase Plan of Rental Service Corporation and such Employee Qualified Stock
Purchase Plan of Rental Service Corporation became effective.
19. NO RIGHTS AS AN EMPLOYEE. Nothing in the Q.S.P. Plan shall be construed to
give any person the right to remain in the employ of the Company or to affect
the right of the Company to terminate the employment of any person at any time
with or without cause.
20. TITLES. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Q.S.P. Plan.
21. CONFORMITY TO SECURITIES LAWS. The Q.S.P. Plan is intended to conform to
the extent necessary with all provisions of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any and all
regulations and rules promulgated by the Securities and Exchange Commission
thereunder, including without limitation Rule 16b-3. Notwithstanding anything
herein to the contrary, the Plan shall be administered, and Options shall be
granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Q.S.P.
Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
* * * * *
I hereby certify that the foregoing First Amended and Restated Q.S.P. Plan of
Rental Service Corporation was adopted by the Board of Directors of Rental
Service Corporation on the 17th day of June, 1997.
/s/ Robert M. Wilson
--------------------
Robert M. Wilson, Secretary
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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
June 19, 1997
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 250,000 shares of Common Stock, par value $.01 per
share (the "Shares"), to be sold to employees of Rental Service Corporation (the
"Company") under The First Amended and Restated Employee Qualified Stock
Purchase Plan of Rental Service Corporation (the "Q.S.P. 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
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) pertaining to the First Amended and Restated Employee
Qualified Stock Purchase Plan of Rental Service Corporation of our report dated
February 28, 1997 with respect to the consolidated financial statements and
schedules of Rental Service Corporation as of December 31, 1995 and 1996, and
for each of the three years in the period ended December 31, 1996, included in
the Annual Report on Form 10-K of Rental Service Corporation for the fiscal year
ended December 31, 1996, filed with the Securities and Exchange Commission, and
our report dated May 6, 1997 with respect to the combined financial statements
of Industrial Air Tool as of March 31, 1996 and 1997 and for the years then
ended included in the Registration Statement (Form S-1 No. 333-26753) and
related Prospectus of Rental Service Corporation for the registration of
5,520,000 shares of its common stock, filed with the Securities and Exchange
Commission on May 29, 1997, which was incorporated by reference in the Current
Report on Form 8-K/A of Rental Service Corporation, filed with the Securities
and Exchange Commission on June 4, 1997.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
June 17, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_____) pertaining to the First Amended and Restated Employee
Qualified Stock Purchase Plan of Rental Service Corporation of our report dated
April 26, 1997 with respect to the financial statements of Brute Equipment Co.
d/b/a/ Foxx Hy-Reach Company as of December 31, 1995 and 1996, and for the years
then ended, included in the Registration Statement (Form S-1 No 333-26753) and
related Prospectus of Rental Service Corporation for the registration of
5,520,000 shares of its common stock, filed with the Securities and Exchange
Commission on May 29, 1997, which was incorporated by reference in the Current
Report on Form 8-K of Rental Service Corporation, filed with the Securities and
Exchange Commission on June 18, 1997.
/s/ McGLADREY & PULLEN, LLP
Moline, Illinois
June 18, 1997
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