<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1998
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.)
6929 EAST GREENWAY PARKWAY, SUITE 200
SCOTTSDALE, ARIZONA 85254
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
--------------------------
THE 1996 EQUITY PARTICIPATION PLAN OF RENTAL SERVICE CORPORATION
(FULL TITLE OF THE PLAN)
--------------------------
MARTIN R. REID
CHIEF EXECUTIVE OFFICER
RENTAL SERVICE CORPORATION
6929 EAST GREENWAY PARKWAY, SUITE 200
SCOTTSDALE, ARIZONA 85254
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK
$.01 PAR VALUE 1,000,000 $32.91 $32,910,000 $9,709
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The 1996 Equity Participation Plan of Rental Service Corporation (the "1996
Plan") authorizes the issuance of a maximum of 2,000,000 shares. However,
1,000,000 of the shares that may ultimately be issued pursuant to the 1996
Plan have already been registered under the 1996 Plan pursuant to Form S-8
Registration Statement No. 333-22403. Only the 1,000,000 newly authorized
shares under the 1996 Plan are being newly registered hereunder, of which
83,810 are subject to presently outstanding options.
(2) For purposes of computing the registration fee only, Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (A) the
weighted average exercise price per share ($22.73) of outstanding options
for 83,810 shares and (B) for the remaining 916,190 shares, the average of
the high and low prices ($33.84) for the Company's Common Stock, par value
$.01, on the New York Stock Exchange on July 21, 1998.
Page 1 of 8 pages
Exhibit Index appears on page 5
<PAGE>
The contents of the Registration Statement on Form S-8 (Registration No.
333-22403) of Rental Service Corporation (the "Company") relating to 1,000,000
shares of the Company's Common Stock that may be issued under the 1996 Equity
Participation Plan of Rental Service Corporation are hereby incorporated by
reference herein in its entirety.
<TABLE>
<CAPTION>
Item 8. Exhibits.
<S> <C>
4.1 Amendment to the 1996 Equity Participation Plan of Rental Service
Corporation.
5.1 Opinion of Latham & Watkins as to the legality of the securities being
registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
24 Power of Attorney (included on page 4).
</TABLE>
Page 2 of 8 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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona on this 23rd day of
July, 1998.
RENTAL SERVICE CORPORATION
By: /s/ Martin R. Reid
-------------------------
Martin R. Reid
Chairman of the Board and
Chief Executive Officer
Page 3 of 8 pages
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert M. Wilson his or her true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him or her and in his or her
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 attorney-in-fact and agent
full powers 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 or she might or could do in person, hereby ratifying
and confirming said attorney-in-fact and agent, 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 the capacities and
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ ----------------------------------- --------------------------
<S> <C> <C>
/s/ Martin R. Reid Chairman of the Board and Chief July 22, 1998
- ------------------------------------ Executive Officer (Principal
Martin R. Reid Executive Officer
/s/ Robert M. Wilson Chief Financial Officer, Secretary July 22, 1998
- ------------------------------------ and Treasurer (Principal Financial
Robert M. Wilson and Accounting Officer)
/s/ William M. Barnum, Jr. Director July 22, 1998
- ------------------------------------
William M. Barnum, Jr.
/s/ James R. Buch Director July 22, 1998
- ------------------------------------
James R. Buch
/s/ David P. Lanoha Director July 22, 1998
- ------------------------------------
David P. Lanoha
/s/ Christopher A. Laurence Director July 22, 1998
- ------------------------------------
Christopher A. Laurence
/s/ Eric L. Mattson Director July 22, 1998
- ------------------------------------
Eric L. Mattson
/s/ Britton H. Murdoch Director July 22, 1998
- ------------------------------------
Britton H. Murdoch
/s/ John M. Sullivan Director July 22, 1998
- ------------------------------------
John M. Sullivan
</TABLE>
Page 4 of 8 pages
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ----------------------------------------------------------------------------- ----------
<S> <C> <C>
*4.1 Amendment to the 1996 Equity Participation Plan of Rental Service Corporation. 6
*5.1 Opinion of Latham & Watkins as to the legality of the securities being 7
registered.
*23.1 Consent of Ernst & Young LLP. 8
*23.2 Consent of Latham & Watkins (included in Exhibit 5.1). 7
*24 Power of Attorney (see page 4). 4
</TABLE>
__________________________
* Filed herewith
Page 5 of 8 pages
<PAGE>
EXHIBIT 4.1
AMENDMENT TO
THE 1996 EQUITY PARTICIPATION PLAN
OF
RENTAL SERVICE CORPORATION
Rental Service Corporation, a Delaware corporation, adopted the 1996 Equity
Participation Plan of Rental Service Corporation, effective December 5, 1996
(the "1996 Plan").
As allowed by Section 10.2 of the Plan, this amendment to the 1996 Plan (the
"Amendment") was authorized by a resolution of the Board of Directors of the
Company on February 25, 1998, subject to and effective upon stockholder
approval. This Amendment, together with the 1996 Plan, constitutes the entire
1996 Plan as amended to date.
1. Section 2.1(a) of the 1996 Plan is hereby amended and restated in its
entirety as follows:
(a) The shares of stock subject to Options, awards of Restricted Stock,
Performance Awards, Dividend Equivalents, awards of Deferred Stock, Stock
Payments or Stock Appreciation Rights shall be Common Stock, initially
shares of the Company's Common Stock, par value $.01 per share. The
aggregate number of such shares which may be issued upon exercise of such
options or rights or upon any such awards under the Plan shall not exceed
two million (2,000,000). The shares of Common Stock issuable upon exercise
of such options or rights or upon any such awards may be either previously
authorized but unissued shares or treasury shares.
Executed at Scottsdale, Arizona, as of the 29th day of April, 1998.
By:
/s/ Martin R. Reid
----------------------------------------
Martin R. Reid, Chairman of the Board
and Chief Executive Officer
By:
/s/ Robert M. Wilson
----------------------------------------
Robert M. Wilson, Senior Vice President,
Chief Financial Officer, Secretary and Treasurer
Page 6 of 8 pages
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
July 23, 1998
Rental Service Corporation
6929 E. Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
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 1,000,000 shares of Common Stock, par value $.01 per
share (the "Shares"), to be sold by Rental Service Corporation (the "Company")
under the 1996 Equity Participation Plan of Rental Service Corporation. 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 7 of 8 pages
<PAGE>
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 1996 Equity Participation
Plan of Rental Service Corporation of our reports dated February 12, 1998 with
respect to the consolidated financial statements and schedules of Rental Service
Corporation as of December 31, 1996 and 1997, and for each of the three years in
the period ended December 31, 1997, included in the Annual Report on Form 10-K
of Rental Service Corporation for the fiscal year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
July 20, 1998
Page 8 of 8 pages
