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Registration No. 333-18637
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 1995 STOCK OPTION PLAN FOR KEY EMPLOYEES OF
ACME ACQUISITION HOLDINGS CORP.
(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 213,401 shares of the
324,000 shares of its Common Stock, par value $.01 per share ("Common Stock"),
originally registered pursuant to Form S-8 Registration Statement No. 333-18637
for issuance in connection with The 1995 Stock Option Plan for Key Employees of
Acme Acquisition Holdings 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
/s/ Douglas A. Waugaman President and Chief Operating Officer
- ------------------------------- (Principal Executive Officer and Principal
Douglas A. Waugaman Financial and Accounting Officer)
/s/ Giulio Mazzalupi
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Giulio Mazzalupi Director
/s/ Bengt Kvarnback
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Bengt Kvarnback Director
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Lennart Johansson Director
/s/ Mark Cohen
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Mark Cohen Director
