SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVIS RENT A CAR, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
11-3347585
(I.R.S. Employer Identification No.)
900 Old Country Road, Garden City, New York 11530
(Address of Principal Executive Offices) (Zip Code)
Avis Rent A Car, Inc. 1997 Stock Option Plan
(Full Title of the Plan)
Karen C. Sclafani
Vice President, General Counsel
& Secretary
Avis Rent A Car, Inc.
900 Old Country Road
Garden City, New York 11530
(Name and Address of Agent for Service)
(516) 222-3000
Telephone Number, Including Area Code, of Agent for Service.
CALCULATION OF REGISTRATION FEE
- --------------- ------------- ----------------- ------------------ -------
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities To Registered Offering Price Aggregate Registration
Be Registered Per Share (1) Offering Price Fee
- -------------- ------------- ----------------- ------------------- -------
Common Stock, 6,000,000 $18.29 $109,740,000 $32,373.30
par value $.01
$.01 per share
- -------------- ------------- ----------------- ------------------ --------
Notes: 1. Estimated solely for the purpose of calculating the registration
fee and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon
the average of the high and low prices of the Common Stock of Avis Rent A Car,
Inc. as reported on the New York Stock Exchange on September 4, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the rules under the Securities Act of 1933, as amended (the
"Securities Act"), the information required by Part I of Form S-8 is included in
a Prospectus dated September 30, 1997 distributed to participants in the Avis
Rent A Car, Inc. 1997 Stock Option Plan (the "Plan") sponsored by Avis Rent A
Car, Inc. (the "Registrant"). The Prospectus, together with Item 3 of Part II of
this Registration Statement, constitutes a prospectus within the meaning of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission, are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(c) The Registrant's Current Report on Form 8-K dated May 13, 1998;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998;
(e) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed
August 28, 1997 (File No. 001-13315) and Amendment No. 1
thereto filed September 22, 1997.
(f) The Registrant's 1997 Stock Option Plan.
(g) First Amendment to the Registrant's 1997 Stock Option Plan.
All reports and definitive proxy or information statements subsequently
filed pursuant to Section 13(a), 13(c), 14 or 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 hereby have
been sold or which deregisters 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 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
subsequently filed document which also 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.
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Item 5. Interests of Named Experts and Counsel.
Karen C. Sclafani, Esq. has rendered an opinion on the validity of the
securities being registered under the Plan pursuant to this Registration
Statement. Ms. Sclafani is Vice President, General Counsel and Secretary of the
Registrant. A copy of this opinion is attached as Exhibit 5 to this
Registration Statement. Ms. Sclafani holds shares of the Registrant's Common
Stock and options to acquire shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") empowers a Delaware corporation to indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer or director of such
corporation. The indemnity may cover expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer or director acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal actions or proceedings, had no reasonable cause to believe his
or her conduct was illegal. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation
in such action. Where an officer or director is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above,
the corporation must indemnify him or her against the expenses which such
officer or director actually and reasonably incurred.
The Amended and Restated Certificate of Incorporation of the Registrant
provides for indemnification of the Registrant's directors and officers to the
fullest extent authorized or permitted by law except that the Registrant is not
obligated to indemnify a director or officer in a proceeding initiated by him or
her unless the proceeding (i) was authorized or consented to by the Registrant's
Board of Directors or (ii) was commenced to enforce indemnification rights.
Article VIII of the Amended and Restated By-laws of the Registrant
mirrors the provisions of Section 145 of the GCL.
In accordance with the GCL, the Registrant maintains insurance on
behalf of its directors and officers for liabilities which may be incurred by
them while acting in such capacities.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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<PAGE>
Item 8. Exhibits.
Exhibits filed as a part of this Registration Statement are listed
below. Exhibits incorporated by reference are indicated in parentheses.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (Exhibit 3.1 to Registration Statement
No. 333-46737).
3.2 Amended and Restated By-laws of the Registrant (Exhibit 3.2
to Registration Statement No. 333-46737).
4.1 Form of Certificate of Common Stock (Exhibit 4.1 to Registration
Statement No. 333-28609).
4.2 Avis Rent A Car, Inc. 1997 Stock Option Plan (Exhibit 10.18 to
Registration Statement No. 333-28609).
4.3 First Amendment to Avis Rent A Car, Inc. 1997 Stock Option Plan
(Exhibit A to Proxy Statement on Schedule 14A filed
March 30, 1998 No. 001-13315)
5 Opinion of Karen C. Sclafani, Esq., the General Counsel of Avis
Rent A Car, Inc., regarding the legality of the shares being
issued
23.1 Consent of Deloitte & Touche LLP, Independent Auditors of the
Company
23.2 Consent of Karen C. Sclafani, Esq. (included in Exhibit 5)
24 Power of Attorney (included after the signature page to thi
Registration Statement)
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:
(i) To include any prospectus required by Section 10(a)(3)of
the Securities Act;
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<PAGE>
(ii) 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 this
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) promulgated under the Securities Act if, in the
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 this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that paragraphs (1)(i) and (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 with or furnished to the Securities and E
Exchange Commission by the Registrant pursuant to Section 13
or Section 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.
(B) 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 Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(C) 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.
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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.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Garden City, State of New York, on September 11,
1998.
AVIS RENT A CAR, INC.
(Registrant)
By:/s/ Kevin M. Sheehan
--------------------
Name: Kevin M. Sheehan
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints each of Kevin M. Sheehan and Karen C.
Sclafani, or either of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, in connection with this Registration Statement on behalf of the
undersigned as a director or officer of the Registrant, on Form S-8 under the
Securities Act of 1933 as amended, including, without limiting the generality of
the foregoing, to sign this Registration Statement and 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, 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
connection therewith, as fully to all intents and purposes as they might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ R. Craig Hoenshell Chairman of the Board and September 11, 1998
- ----------------------
R. Craig Hoenshell Chief Executive Officer
(Principal Executive Officer)
/s/ F. Robert Salerno President, Chief Operating Officer September 11, 1998
- ---------------------
F. Robert Salerno and Director
/s/ Kevin M. Sheehan Executive Vice President and September 11, 1998
- --------------------
Kevin M. Sheehan Chief Financial Officer
(Principal Financial Officer)
/s/ Timothy M. Shanley Vice President and Controller September 11, 1998
- ----------------------
Timothy M. Shanley (Principal Accounting Officer)
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/s/ Stephen P. Holmes Director September 11, 1998
- ---------------------
Stephen P. Holmes
/s/ Michael P. Monaco Director September 11, 1998
- ---------------------
Michael P. Monaco
/s/ W. Alun Cathcart Director September 11, 1998
- --------------------
W. Alun Cathcart
/s/ Leonard S. Coleman, Jr. Director September 11, 1998
- ---------------------------
Leonard S. Coleman, Jr
/s/ Michael J. Kennedy Director September 11, 1998
- ----------------------
Michael J. Kennedy
/s/ Martin L. Edelman Director September 11, 1998
- ---------------------
Martin L. Edelman
/s/ Deborah L. Harmon Director September 11, 1998
- ---------------------
Deborah L. Harmon
/s/ Michael L. Tarnopol Director September 11, 1998
- -----------------------
Michael L. Tarnopol
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<PAGE>
Exhibit Index
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the
Registrant*
3.2 Amended and Restated By-laws of the Registrant*
4.1 Form of Certificate of Common Stock**
4.2 Avis Rent A Car, Inc. 1997 Stock Option Plan***
4.3 First Amendment to Avis Rent A Car, Inc. 1997 Stock Option
Plan ****
5 Opinion of Karen C. Sclafani, Esq., the General Counsel of
Avis Rent A Car,Inc., regarding the legality of the shares being
issued
23.1 Consent of Deloitte & Touche LLP, Independent Auditors of the
Company
23.2 Consent of Karen C. Sclafani, Esq. (included in Exhibit 5)
24 Power of Attorney (included after the signature page to this
Registration Statement).
* Incorporated by reference to Exhibit 3 to the Registrant's Registration
Statement on Form S-1 (No. 333-46737).
** Incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (No. 333-28609).
*** Incorporated by reference to Exhibit 10.18 to the Registrant's Registration
Statement on Form S-1 (No. 333-28609).
**** Incorporated by reference to Exhibit A to the Registrant's Proxy Statement
on Schedule 14A filed March 30, 1998 (No. 001-13315).
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<PAGE>
EXHIBIT 5
Karen C. Sclafani, Esq.
900 Old Country Road
Garden City, New York 11530
September 11, 1998
Avis Rent A Car, Inc.
900 Old Country Road
Garden City, New York 11530
Re: Avis Rent A Car, Inc. Registration
Statement on Form S-8
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Avis Rent A Car,
Inc., a Delaware corporation (the "Company"), and am rendering this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), on the date hereof with the Securities and
Exchange Commission (the "Commission"). The Company is filing this Registration
Statement in order to register up to 6,000,000 shares of the common stock, par
value $.01 per share, of the Company ("Common Stock") reserved for issuance
under the Avis Rent A Car, Inc. 1997 Stock Option Plan, as amended.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following documents: (i) the Plan; (ii) the Amended and
Restated Certificate of Incorporation of the Company, as amended to the date
hereof; (iii) resolutions of the Board of Directors of the Company relating to
the Plan and (iv) such other certificates, instruments and documents as I
considered necessary or appropriate for the purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinion expressed herein which I have not independently established or verified,
I have relied upon statements and representations of officers and other
representatives of the Company and others.
I am admitted to the Bar of the State of New York, and I do not express
any opinion as to the law of any jurisdiction except for the General Corporation
Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
shares of Common Stock, when issued in accordance with the terms and conditions
of the Plan and upon payment of the purchase price therefor, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the Securities Act and the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Karen C. Sclafani
-----------------
Karen C. Sclafani
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Avis Rent A Car, Inc. on Form S-8 of our reports dated January 29, 1998 (March
23, 1998 as to Note 19), appearing in the Annual Report on Form 10-K of Avis
Rent A Car, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
September 9, 1998
