<PAGE>
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
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(State or Other Jurisdiction of Incorporation or Organization)
11-3347585
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(I.R.S. Employer Identification No.)
900 OLD COUNTRY ROAD, GARDEN CITY, NEW YORK 11530
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(Address of Principal Executive Offices) (Zip Code)
AVIS VOLUNTARY INVESTMENT SAVINGS PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plan)
KEVIN M. SHEEHAN
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
AVIS RENT A CAR, INC.
900 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(516) 222-3000
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Telephone Number, Including Area Code, of Agent for Service.
CALCULATION OF REGISTRATION FEE
===============================
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED (1) SHARE (2) PRICE (2) FEE
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $25.03 $50,060,000 $14,767.70
par value $.01
per share
- -----------------------------------------------------------------------------------------
</TABLE>
NOTES: 1. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
2. 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 July 17, 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 Summary Plan Description dated July 22, 1998 distributed to participants in
the Avis Voluntary Investment Savings Plan (the "Plan") sponsored by Avis Rent A
Car System, Inc., the wholly-owned subsidiary of Avis Rent A Car, Inc. (the
"Registrant"). The Summary Plan Description, 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 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.
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.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
II-1
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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.
Item 8. Exhibits.
Exhibits filed as a part of this Registration Statement are listed below.
Exhibits incorporated by reference are indicated in parentheses.
II-2
<PAGE>
Exhibit No. Description
- ----------- -----------
4.1 Amended and Restated Certificate of Incorporation of
the Registrant (Exhibit 3.1 to Registration Statement
No. 333-46737).
4.2 Amended and Restated By-laws of the Registrant (Exhibit
3.2 to Registration Statement No. 333-46737).
4.3 Form of Certificate of Common Stock (Exhibit 4.1 to
Registration Statement No. 333-28609).
5. Internal Revenue Service Determination Letter that the
Plan is qualified under Section 401 of the Internal
Revenue Code.
23. Consent of Deloitte & Touche LLP, Independent Auditors
of the Company
24. Power of Attorney (included on pages II-6 and II-7 to
this 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;
(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
II-3
<PAGE>
(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 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 and each filing of the Avis Voluntary Investment Savings 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 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. 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.
II-4
<PAGE>
SIGNATURES
THE REGISTRANT. 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 July 22, 1998.
AVIS RENT A CAR, INC.
(Registrant)
By: /s/ KEVIN M. SHEEHAN
-------------------------------------
Name: Kevin M. Sheehan
Title: Executive Vice President and
Chief Financial Officer
II-5
<PAGE>
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 July 22,1998
- ------------------------- Chief Executive Officer
R. CRAIG HOENSHELL (Principal Executive Officer)
/s/ F. Robert Salerno President, Chief Operating Officer July 22,1998
- ------------------------- and Director
F. ROBERT SALERNO
/s/ Kevin M. Sheehan Executive Vice President and July 22,1998
- ------------------------- Chief Financial Officer
KEVIN M. SHEEHAN (Principal Financial Officer)
/s/ Timothy M. Shanley Vice President and Controller July 22,1998
- ------------------------- (Principal Accounting Officer)
TIMOTHY M. SHANLEY
II-6
<PAGE>
/s/ Stephen P. Holmes Director July 22,1998
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STEPHEN P. HOLMES
/s/ Michael P. Monaco Director July 22,1998
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MICHAEL P. MONACO
/s/ W. Alun Cathcart Director July 22,1998
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W. ALUN CATHCART
/s/ Leonard S. Coleman, Jr. Director July 22,1998
- -------------------------
LEONARD S. COLEMAN, JR
/s/ Michael J. Kennedy Director July 22,1998
- -------------------------
MICHAEL J. KENNEDY
/s/ Martin L. Edelman Director July 22,1998
- -------------------------
MARTIN L. EDELMAN
/s/ Deborah L. Harmon Director July 22,1998
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DEBORAH L. HARMON
/s/ Michael L. Tarnopol Director July 22,1998
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MICHAEL L. TARNOPOL
II-7
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Avis Voluntary Investment Savings Plan 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 July 22, 1998.
AVIS VOLUNTARY INVESTMENT SAVINGS PLAN
By: /s/ KEVIN M. SHEEHAN
------------------------------------
Name: Kevin M. Sheehan
Title: Authorized Member of Administrative
Committee
II-8
<PAGE>
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
4.1 Amended and Restated Certificate of
Incorporation of the Registrant*
4.2 Amended and Restated By-laws of the
Registrant*
4.3 Form of Certificate of Common Stock**
5. Internal Revenue Service Determination Letter
that the Plan is qualified under Section 401
of the Internal Revenue Code.
23. Consent of Deloitte & Touche LLP, Independent
Auditors of the Company
24. Power of Attorney (included on pages II-6 and
II-7 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).
II-9
<PAGE>
Exhibit 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: June 29, 1998 11-1998661
File Folder Number:
AVIS RENT A CAR SYSTEM, INC. 110024258
C/O KENNETH RASKIN, ESQ. Person to Contact:
WHITE & CASE JOSEPH SCHIANO
1155 AVENUE OF THE AMERICAS Contact Telephone Number:
NYC, NY 10036 (203) 840-4110
Plan Name:
AVIS VOLUNTARY INVESTMENT SAVINGS
PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
October 13, 1994.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability require-
ments of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
<PAGE>
-2-
AVIS RENT A CAR SYSTEM, INC.
Section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L, 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
For employee Benefit Plans
<PAGE>
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 AND INCORPORATED BY REFERENCE 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
NEW YORK, NEW YORK
JULY 17, 1998
