<PAGE>
As filed with the Securities and Exchange Commission on January 14, 1998.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
U.S. RENTALS, INC.
(Exact name of registrant as specified in its charter)
-------------------
DELAWARE 94-3061974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1581 CUMMINS DRIVE, SUITE 155, MODESTO, CALIFORNIA 95358; (209) 544-9000
(Address of principal executive offices)
U.S. RENTALS, INC. 1997 PERFORMANCE AWARD PLAN
(Full title of the plan)
JOHN S. MCKINNEY
1581 CUMMINS DRIVE, SUITE 155
MODESTO, CALIFORNIA 95358; (209) 544-9000
(Name and address of agent for service)
-------------------
Telephone number, including area code, of agent for service: (209) 544-9000
-------------------
Copies to:
BERNARD E. LYONS KENT V. GRAHAM
1516 PONTIUS AVENUE O'MELVENY & MYERS LLP
LOS ANGELES, CALIFORNIA 90025 1999 AVENUE OF THE STARS, SUITE 700
(310) 477-2418 LOS ANGELES, CALIFORNIA 90067-6035
(310) 246-6820
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 4,600,000/(1)/ $24.0625/(2)/ $110,687,500/(2)/ $32,653/(2)/
par value $.01 shares
per share
- -----------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus and, pursuant to Rule
416, an additional indeterminate number of shares which by reason of certain
events specified in the Plan may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock reported in The Wall Street
Journal as of January 12, 1998.
(3) The Exhibit Index included in this Registration Statement is at page 9.
================================================================================
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-
8 (plan information and registrant information) will be provided to employees as
specified by Securities and Exchange Commission Rule 428(b)(1). Such documents
need not be filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of U.S. Rentals, Inc. (the "Company") filed
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) Prospectus dated February 21, 1997 relating to the Company's initial
public offering of stock (containing audited financial statements for
the year ended December 31, 1996; and
(b) Quarterly Reports on Form 10-Q for the Company's fiscal quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8A dated January 6, 1997, and any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is 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 amended, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $.01 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware, the Company's state
of incorporation, allows Delaware companies to provide certain indemnification
rights for the benefit of their officers, directors, employees and agents. The
Company's Restated Certificate of Incorporation ("Certificate") and Bylaws
contain indemnification provisions covering directors, employees and agents of
the Company.
The Certificate requires the Company to indemnify a person covered by the
indemnification provisions ("Indemnitee") to the fullest extent permitted by
applicable law. The indemnification is for expenses, liabilities and losses
(including but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses") reasonably
incurred by an Indemnitee named or involved in a threatened, pending or
completed proceeding whether civil, administrative or criminal in nature.
An Indemnitee is not entitled to indemnification in the following
circumstances. The first is when a proceeding is initiated by him/her without
the Company's prior approval. The second is when an Indemnitee's conduct (which
is the subject of the proceeding) does not meet the standard of conduct (see
below) called for under the Delaware indemnification statutes. Additionally,
if an Indemnitee is found liable for negligence or misconduct in the performance
of his/her duty to the Company in the proceeding for which indemnification is
sought, he/she may be indemnified but only if the court in which the proceeding
was brought finds that the Indemnitee is entitled to indemnification of expenses
(and at an amount) which the court deems appropriate.
The determination of whether an Indemnitee has met the necessary standard of
conduct may be made by a majority of the Board of Directors of the Company who
are not a party to the proceeding, or the Company's legal counsel pursuant to
the Board's request, or the Company's stockholders. An Indemnitee's standard of
conduct called for by the Delaware statute on civil disputes requires that
he/she acted in good faith and in a manner he/she reasonably believed to be in,
or not opposed to, the best interests of the Company. The applicable standard
on criminal matters requires that the Indemnitee have no reasonable cause to
believe that his/her conduct was unlawful.
The Company will reimburse Expenses incurred by an Indemnitee who is an
officer or director of the Company in defending a proceeding even if it has not
been finally resolved. In case an indemnity claim is not paid within 30 days of
written payment demand, the Company may be liable for the Indemnitee's costs of
enforcing his indemnity rights.
The indemnification provisions in the Certificate and Bylaws are not
intended to and do not supersede, diminish or replace any other indemnity rights
that an Indemnitee may presently have or acquire in the future due to, but not
limited to, statutory changes, contract(s) entered into, action by the
stockholders or the Board of Directors. Moreover, any repeal or modification
of the current indemnification provisions in the Certificate or Bylaws will not
diminish any indemnification rights that an Indemnitee may have had with
3
<PAGE>
respect to proceedings which arose prior to the repeal or modification of the
indemnification provisions.
In case some or all of the indemnification provisions in the Certificate or
Bylaws are legally invalidated, the Company will continue to be obligated to
indemnify an Indemnitee for Expenses for which indemnification is available
under the indemnification provisions which were not legally invalidated and to
the full extent permitted by applicable law.
The Company's Certificate eliminates personal liability of directors to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for: (i) any breach of the duty of loyalty to the
Company or its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law; (iii) liability
under Section 174 of the Delaware General Corporation Law relating to certain
unlawful dividends and stock repurchases; or (iv) any transaction from which the
director derived an improper personal benefit.
Individual indemnification agreements (the "Indemnification
Agreements") have been entered into by the Company with its directors and
officers. The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance to directors
and officers that indemnity and advancement of expenses will be available to
them regardless of any amendment or revocation of the Company's Bylaws.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any director, officer, employee or agent of the Company
against liability asserted against him or her in any such capacity, whether or
not the Company would have the power to indemnify him or her against such
liability under the provisions of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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:
4
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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; and
(iii) 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference
in the 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
deter mining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 the 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.
(h) 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 provisions described in Item 6 above, 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
5
<PAGE>
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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Modesto, State of California, on January 14,
1998.
U.S. RENTALS, INC.
By: /s/ John S. McKinney
--------------------------
John S. McKinney
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Richard D. Colburn, William F. Berry, John S. McKinney, and Bernard E. Lyons,
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers 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
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, 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, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard D. Colburn Chairman of the Board January 14, 1998
- ----------------------
Richard D. Colburn
/s/ William F. Berry President, Chief Executive Officer January 14, 1998
- -------------------- and Director
William F. Berry
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
/s/John S. McKinney Vice President-Finance, January 14, 1998
- ------------------- Chief Financial Officer, and
John S. McKinney Director (chief financial
officer and principal
accounting officer)
/s/ Bernard E. Lyons Director January 14, 1998
- --------------------
Bernard E. Lyons
/s/ James P. Miscoll Director January 14, 1998
- --------------------
James P. Miscoll
/s/ Robert D. Paulson Director January 14, 1998
- ---------------------
Robert D. Paulson
/s/ Keith W. Renken Director January 14, 1998
- -------------------
Keith W. Renken
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
<S> <C> <C>
4.1 1997 Performance Award Plan* --
4.2 Form of Stock Option Award Agreement 10
4.3 Form of Nonemployee Director Option Agreement 15
5. Opinion of O'Melveny & Myers LLP (opinion re
legality) 17
24.1 Consent of Independent Accountants 19
24.2 Consent of O'Melveny & Myers LLP (included in
Exhibit 5) 17
25. Power of Attorney (included in this
Registration Statement under "Signatures") 7
</TABLE>
- -------------
* Incorporated by reference from the Company's Registration Statement File
No. 333-17783.
9
<PAGE>
EXHIBIT 4.2
EMPLOYEE STOCK OPTION AGREEMENT
<TABLE>
<CAPTION>
========================================================================
<S> <C>
Exercise Price Per Share: $______ Vesting Schedule:
Number of Shares ("Shares"): ______ Shares on ________, ____
______ Shares on ________, ____
_________________________________ ______ Shares on ________, ____
Award Date: ____________ ______ Shares on ________, ____
______ Shares on ________, ____
========================================================================
</TABLE>
U.S. Rentals, Inc., a Delaware corporation (the "CORPORATION") and
__________________________________________, an individual (the "PARTICIPANT"),
enter into this [ ] NONQUALIFIED STOCK OPTION AGREEMENT / [ ] INCENTIVE
STOCK OPTION AGREEMENT (consisting of the attached ____ pages and ____ Exhibits,
this "AGREEMENT") as of _______________, ____. Participant acknowledges receipt
of the 1997 Performance Award Plan (the "PLAN") pursuant to which this Agreement
has been executed.
U.S. RENTALS, INC. PARTICIPANT
By:______________________________ By:_______________________________
Name:________________________ Name:___________________________
(printed) (printed)
Title:_______________________ Title:__________________________
Social Security Number:_________
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Nonstatutory Stock
Option Agreement by U.S. Rentals, Inc., I, _________________ the spouse of the
Participant, join with my spouse in executing this Agreement and agree to be
bound by all of the terms and provisions of this Agreement and of the Plan.
Date: _________________ __________________________________
Signature of Spouse
1
<PAGE>
1 -- DEFINED TERMS
------------------
Capitalized terms have the meanings set forth in the Plan.
2 -- GRANT OF OPTION
--------------------
This Agreement evidences the Corporation's grant to the Participant of the
right and option to purchase, on the terms and conditions set forth in this
Agreement and in the Plan, all or any part of the Shares listed on page one at
the price per share set forth on page one (the "OPTION"), exercisable from time
to time, prior to the close of business on the day before the tenth anniversary
of the Award Date (the "EXPIRATION DATE"). Such price equals the Fair Market
Value of the Corporation's Common Stock as of the Award Date. If the Incentive
Stock Option box is checked on page one, it is the intent of the Corporation
that this Option constitute an incentive stock option within the meaning of
Section 422 of the Code.
3 -- CONSIDERATION TO CORPORATION
---------------------------------
In consideration of the granting of this Option by the Corporation, the
Participant agrees to render faithful and efficient services to the Corporation,
with such duties and responsibilities as the Corporation shall from time to time
prescribe. Nothing contained in this Agreement or in any other documents
related to the Plan shall confer upon the Participant any right to continue
performing services for the Corporation or constitute any contract of
employment, or interfere in any way with the right of the Corporation to reduce
such person's compensation or other benefits or to terminate the services of the
Participant, with or without Cause.
4 -- EXERCISABILITY OF OPTION
-----------------------------
Subject to the Plan, this Option will become exercisable in cumulative
installments at the times set forth on page one.
5 -- CONTINUING RIGHT TO PURCHASE CUMULATIVELY
----------------------------------------------
If the Participant does not in any year purchase all or any part of the
Shares to which the Participant is entitled, then the Participant has the right
cumulatively thereafter to purchase any Shares not so purchased and such right
will continue until this Option terminates or expires. This Option will only be
exercisable in respect of whole Shares, and fractional Share interests shall be
disregarded. At least 100 Shares must be purchased at one time unless the
number purchased is the total number at the time available for purchase under
this Option.
2
<PAGE>
6 -- CHANGE IN CONTROL EVENT
----------------------------
Notwithstanding any provisions in this Agreement to the contrary, unless
prior to a Change in Control Event the Committee determines that, upon its
occurrence, no benefits will accelerate or determines that only certain or
limited benefits will accelerate and the extent to which they will accelerate,
and/or establishes a different time for such acceleration, then upon the
occurrence of a Change in Control Event each outstanding Option granted to the
Participant will become exercisable, and the total number of shares subject to
the Option will be purchasable immediately.
7 -- METHOD OF EXERCISE OF OPTION
---------------------------------
Employee will exercise Option by delivering to the Assistant Secretary of
Corporation a written notice stating the number of Shares to be purchased
pursuant to this Option and accompanied by payment made in accordance with and
in a form permitted by the Plan for the full purchase price of the Shares to be
purchased, subject to such further limitations and rules or procedures as the
Board may from time to time establish as to any non-cash payment and as to the
tax withholding requirements of the Plan. In addition, the Participant (or the
Participant's Beneficiary or Personal Representative) must furnish any written
statements required by this Agreement or the Plan.
8 -- TERMINATION OF SERVICES
----------------------------
This Option and all other rights hereunder, to the extent not exercised,
will terminate and become null and void upon the termination of Participant's
services for the Corporation, except that:
8.1 REASON OTHER THAN DEATH, TOTAL DISABILITY OR FOR CAUSE. If the Participant
------------------------------------------------------
terminates for any reason other than death, Total Disability or "FOR CAUSE"
(as defined by the Committee), the Participant has 90 days after the date of
termination to exercise this Option to the extent this Option was
exercisable on the date of termination;
8.2 FOR CAUSE. If the Participant is terminated for Cause, this Option will
---------
lapse immediately upon the Participant's termination of services for the
Corporation;
8.3 TOTAL DISABILITY. If the Participant terminates as a result of a Total
----------------
Disability, or if the Participant suffers a Total Disability within 90 days
of a termination of services under subsection 8.1 above, the Participant or
the Participant's Personal Representative, as the case may be, will have 12
months from the date of Total Disability (or, if earlier, termination of
services) to exercise this Option to the extent this Option was exercisable
on such date; or
8.4 DEATH. If the Participant dies while in the service of the Corporation, or
-----
within 90 days after a termination described in subsections 8.1 or 8.3, then
this Option maybe
3
<PAGE>
exercised within a period of 12 months after the Participant's date of death
(or, if earlier, the Participant's termination of services), by the
Participant's Beneficiary to the extent this Option was exercisable on the
date of the Participant's termination of services;
8.5 RETIREMENT. If the Participant terminates as a result of Retirement, the
----------
Participant, will have 12 months from the date of Retirement to exercise
this Option to the extent this Option was exercisable on such date; or
8.6 NO EXERCISE AFTER EXPIRATION DATE. Notwithstanding the foregoing, in no
---------------------------------
event may this Option be exercised by anyone under this Section or otherwise
after the Expiration Date.
8.7 TERMINATION FROM SUBSIDIARY; MILITARY SERVICE; SICK LEAVE. If the
---------------------------------------------------------
Participant is employed by an entity which ceases to be a Subsidiary, such
event shall be deemed for purposes of this Section 8 to be a termination of
employment described in subsection 8.5. Absence from work caused by
military service or authorized sick leave will not be considered as a
termination of employment for purposes of this Section.
9 -- TRANSFERABILITY OF OPTION
------------------------------
Subject to the provisions of Section 8 above and of the Plan, the Option and
the rights and privileges conferred hereby are not transferable or assignable
and may not be offered, sold, pledged, hypothecated or otherwise disposed of in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment, garnishment, levy or similar process. Except as provided
by the Plan, the Option may be exercised only by (a) the Participant, (b) the
Participant's Personal Representative, if any, if the Participant has suffered a
Disability, (c) to the extent provided by Section 8, by the Participant's
transferees by will or under the laws of descent and distribution, or (d)
subject to Committee approval and any requirements imposed by the Committee,
persons related to the Participant. If the spouse of the Participant has
acquired a community property interest in the Option, the Participant or such
transferees may exercise it on behalf of the spouse of the Participant or such
spouse's successor in interest.
10 -- TERMINATION UNDER CERTAIN CIRCUMSTANCES
---------------------------------------------
Subject to Section 6.2.3 of the Plan, the Option will terminate to the
extent not previously exercised upon an event or transaction which the
Corporation does not survive.
11 -- ASSIGNMENTS
-----------------
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assignees. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned or transferred by either party without
the prior written consent of the other.
4
<PAGE>
12 -- NOTICES
-------------
Any notice to be given under the terms of this Agreement must be in writing
and addressed to the Corporation at its principal office to the attention of the
Assistant Secretary, and to the Participant at the address given to the
Corporation for payroll purposes, or at such other address as either party may
hereafter designate in writing (which may be a facsimile). Notice will be
deemed to have been given and received when delivered to the address specified
by the party to receive the notice. Either party may, at any time by giving
five (5) days' prior written notice to the other, designate any other address in
substitution of the foregoing address.
13 -- PLAN
----------
This Option and all rights of the Participant under this Agreement are
subject to, and the Participant agrees to be bound by, all of the terms and
conditions of the provisions of the Plan, all of which are incorporated herein
by this reference. In the event of a conflict or inconsistency between the
terms and conditions of this Agreement and of the Plan, the terms and conditions
of the Plan will govern. Unless otherwise expressly provided in other sections
of this Agreement, provisions of the Plan that confer discretionary authority on
the Board do not (and must not be deemed to) create any rights in the
Participant unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Board so conferred by appropriate action of the
Board under the Plan after the date hereof.
14 -- INTERPRETATION
--------------------
If any claim is made by the Participant relating to any conflict, omission
or ambiguity in this Agreement, no presumption or burden of proof or persuasion
will be implied because this Agreement was prepared by or at the request of the
Corporation or its counsel. The Participant acknowledges that the Participant
has had the opportunity to consult with the Participant's own counsel prior to
the execution hereof.
15 -- AMENDMENTS
----------------
Any amendments to this Agreement must be in writing and designated as an
amendment, and signed by both parties hereto.
16 -- COMPLIANCE WITH LAW
-------------------------
No shares may be purchased by exercise of the Option and no shares shall be
issued and delivered to Participant pursuant to this Agreement unless and until
(a) a registration statement under the Securities Act of 1933 with respect to
the Common Stock issuable under the Plan has become effective with the
Securities and Exchange Commission, and (ii) any applicable requirements under
the securities laws of any state of the United States have been satisfied.
[END]
5
<PAGE>
EXHIBIT 4.3
U.S. RENTALS, INC.
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
================================================================================
<TABLE>
<S> <C>
Exercise Price Per Share: $_____ Vesting Schedule:
Number of Shares ("Shares"): _____ Shares on _____, ____
________________________________ _____ Shares on _____, ____
_____ Shares on _____, ____
Award Date:______________ _____ Shares on _____, ____
_____ Shares on _____, ____
</TABLE>
================================================================================
U.S. Rentals, Inc., a Delaware corporation (the "CORPORATION") and
__________________________________________, an individual (the "DIRECTOR"),
enter into this NONQUALIFIED STOCK OPTION AGREEMENT (consisting of the attached
____ pages and ____ Exhibits, this "AGREEMENT") as of _______________, ____.
Director acknowledges receipt of the 1997 Performance Award Plan (the "PLAN")
pursuant to which this Agreement has been executed.
U.S. RENTALS, INC. DIRECTOR
By: By:
--------------------------- ---------------------------
Name: Name:
--------------------- ---------------------
(printed) (printed)
Title: Title:
-------------------- --------------------
Social Security Number:
-------------
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Nonstatutory Stock
Option Agreement by U.S. Rentals, Inc., I, _________________ the spouse of the
Director, join with my spouse in executing this Agreement and agree to be bound
by all of the terms and provisions of this Agreement and of the Plan.
Date:
----------------- ----------------------------------
Signature of Spouse
<PAGE>
1 -- OPTION GRANT.
------------
This Agreement evidences the grant to the Director, as of the date first
set forth above (the "AWARD DATE"), of an option (the "Option") to purchase all
or any part of the Shares listed on page one, under Section 8 of the Plan,
subject to the terms and conditions and to adjustment as set forth herein or
pursuant to the Plan.
2 -- EXERCISE PRICE.
--------------
The Option entitles the Director to purchase (subject to the terms of
Sections 3 through 5 below) all or any part of the Shares at the price per share
set forth on page one, which represents the Fair Market Value of the Shares on
the Award Date.
3 -- OPTION EXERCISABILITY AND TERM.
------------------------------
Subject to the Plan, the Option will become exercisable in cumulative
installments at the times set forth on page one. The Option will terminate prior
to the close of business on the day before the tenth anniversary of the Award
Date, unless earlier terminated in accordance with the terms of the Plan.
4 -- SERVICE AND EFFECT OF TERMINATION OF SERVICE.
--------------------------------------------
The Director agrees to serve as a director in accordance with the
provisions of the Corporation's Certificate of Incorporation, bylaws and
applicable law. If the Director's services as a member of the Board terminate,
this Option will terminate at the times and to the extent set forth in the Plan.
5 -- GENERAL TERMS.
-------------
The Option and this Agreement are subject to, and the Corporation and the
Director agree to be bound by, the provisions of the Plan that apply to the
Option. Such provisions are incorporated herein by this reference. The Director
has received a copy of the Plan and has read its applicable provisions.
Capitalized terms not otherwise defined herein have the meaning set forth in the
Plan.
[END]
2
<PAGE>
EXHIBIT 5
January
14th
1998
883,320-002
(310) 246-6820
U.S. Rentals, Inc.
1581 Cummins Drive
Suite 155
Modesto, California 95358
Dear Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act") of up to 4,600,000 shares of Common Stock of U.S.
Rentals, Inc. (the "Company"), par value $0.01 per share (the "Shares"), to be
sold by the Company, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), filed with the Securities and Exchange Commission on
January 14, 1998, you have requested our opinion set forth below.
We have considered such facts and examined such questions of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.
We are opining only as to the General Corporation Law of the State of
Delaware and we express no opinion with respect to the applicability or the
effect of any other laws or as to any matters of municipal law or of any other
local agencies within any state.
Subject to the foregoing and in reliance thereon, in our opinion the
Shares have been duly authorized by all necessary corporate action on the part
of the Company and, upon payment for and delivery of the Shares as contemplated
in the Company's 1997 Performance Award Plan and the countersigning of any
certificates representing the Shares by a duly authorized signatory of the
registrar for the Company's Common Stock, the Shares will be validly issued,
fully paid and non-assessable.
<PAGE>
Page 2 - U.S. Rentals, Inc. - January 14, 1998
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ O'Melveny & Myers LLP
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and related Prospectus pertaining to the 1997 Performance
Award Plan of our report dated January 27, 1997 with respect to the combined
financial statements of U.S. Rentals, Inc. (Predecessor), which appears on Page
F-2 of the Registration Statement on Form S-1 of U.S. Rentals, Inc., dated
February 21, 1997, and of our report dated January 27, 1997 with respect to the
financial statements of U.S. Rentals, Inc. (the Company), which appears on Page
F-14 of the Registration Statement on Form S-1 of U.S. Rentals, Inc., dated
February 27, 1997, such Registration Statement on Form S-1 relating to the
Company's initial public offering filed with the Securities and Exchange
Commission.
/s/ PRICE WATERHOUSE LLP
San Diego, California
January 12, 1998
