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Registration No. 333-22403
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As filed with the Securities and Exchange Commission on August 25, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RENTAL SERVICE CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 33-0569350
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
(Address of principal executive offices)
THE 1996 EQUITY PARTICIPATION PLAN
OF RENTAL SERVICE CORPORATION
(Full title of Plan)
Douglas A. Waugaman
President and Chief Operating Officer
Rental Service Corporation
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
(480) 905-3300
(Name, address and telephone number of agent for service)
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Copies to:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
Attention: Elizabeth A. Blendell, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
Attention: P. Joseph Campisi, Jr., Esq.
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WITHDRAWAL OF SECURITIES
Pursuant to the undertaking contained in Item 512(a)(3) of Regulation
S-K under the Securities Act of 1933, as amended, Rental Service Corporation, a
Delaware corporation (the "Company"), hereby withdraws 961,779 shares of the
1,000,000 shares of its Common Stock, par value $.01 per share ("Common Stock"),
originally registered pursuant to Form S-8 Registration Statement No. 333-22403
for issuance in connection with The 1996 Equity Participation Plan of Rental
Service Corporation. On July 29, 1999, Pandion Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Atlas Copco North America Inc., a
Delaware corporation, was merged with and into Rental Service Corporation, a
Delaware corporation, with Rental Service Corporation continuing as the
surviving corporation. As a result of this merger, Rental Service Corporation
became, as of July 29, 1999, a wholly owned subsidiary of Atlas Copco North
America Inc. The merger occurred subsequent to a tender offer by Pandion
Acquisition Corp. for all outstanding shares of common stock of Rental Service
Corporation. As a result of the merger, the transfer books of Rental Service
Corporation were closed as of July 29, 1999 and trading in the shares on The New
York Stock Exchange was suspended by The New York Stock Exchange prior to the
opening of the market on July 30, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, and the State of Arizona, on the 24th day of August, 1999.
RENTAL SERVICE CORPORATION
By: /s/ Douglas A. Waugaman
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Douglas A. Waugaman
President and Chief Operating Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been
signed below by the following persons in the capacities indicated on the 24th
day of August, 1999:
Signature Title
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/s/ Douglas A. Waugaman President and Chief Operating Officer
- ---------------------------------- (Principal Executive Officer and Principal
Douglas A. Waugaman Financial and Accounting Officer)
/s/ Giulio Mazzalupi
- ----------------------------------
Giulio Mazzalupi Director
/s/ Bengt Kvarnback
- ----------------------------------
Bengt Kvarnback Director
- ----------------------------------
Lennart Johansson Director
/s/ Mark Cohen
- ----------------------------------
Mark Cohen Director
