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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1997
REGISTRATION NO. 333-39117
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED RENTALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7353 06-1493538
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
FOUR GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06830
(203) 622-3131
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRADLEY S. JACOBS
UNITED RENTALS, INC.
FOUR GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06830
(203) 622-3131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies of all communications to:
JOSEPH EHRENREICH, ESQ. STEPHEN M. BESEN, ESQ. PHYLLIS G. KORFF, ESQ.
EHRENREICH EILENBERG WEIL, GOTSHAL & MANGES LLP SKADDEN, ARPS, SLATE,
KRAUSE & ZIVIAN LLP 767 FIFTH AVENUE MEAGHER & FLOM LLP
11 EAST 44TH STREET NEW YORK, NEW YORK 10153 919 THIRD AVENUE
NEW YORK, NEW YORK 10017 (212) 310-8000 NEW YORK, NEW YORK 10022
(212) 986-9700 (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
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<S> <C>
SEC Registration Fee.......................................... $ 34,152
Listing Fee*.................................................. $ 172,000
NASD Filing Fee............................................... $ 11,770
Accounting Fees and Expenses*................................. $ 400,000
Printing and Engraving Expenses*.............................. $ 200,000
Legal Fees and Expenses (other than blue sky)*................ $ 400,000
Blue Sky Fees and Expenses*................................... $ 5,000
Transfer Agent and Registrar Fees*............................ $ 5,000
Miscellaneous Expenses*....................................... $ 262,000
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Total*........................................................ $1,489,922
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* Estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation (the "Certificate") of the Company provides
that a director will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (the "Delaware
Law"), which concerns unlawful payments of dividends, stock purchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware Law is subsequently amended to
permit further limitation of the personal liability of directors, the
liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the Delaware Law as amended.
The Registrant, as a Delaware corporation, is empowered by Section 145 of
the Delaware Law, subject to the procedures and limitation stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his being or
having been a director, officer, employee or agent of the Registrant. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors,
or otherwise. The Company has entered into indemnification agreements with
each of its directors and officers. In general, these agreements require the
Company to indemnify each of such persons against expenses, judgments, fines,
settlements and other liabilities incurred in connection with any proceeding
(including a derivative action) to which such person may be made a party by
reason of the fact that such person is or was a director, officer or employee
of the Company or guaranteed any obligations of the Company, provided that the
right of an indemnitee to receive indemnification is subject to the following
limitations: (i) an indemnitee is not entitled to indemnification unless he
acted in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct
was unlawful and (ii) in the case of a derivative action, an indemnitee is not
entitled to indemnification in the event that he is judged in a final non-
appealable decision of a court of competent jurisdiction to be liable to the
Company due to willful misconduct in the performance of his duties to the
Company (unless and only to the extent that the court determines that the
indemnitee is fairly and reasonably entitled to indemnification).
Pursuant to Section 145 of the Delaware Law, the Registrant has purchased
insurance on behalf of its present and former directors and officers against
any liability asserted against or incurred by them in such capacity or arising
out of their status as such.
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The Registrant has entered into indemnification agreements with certain
members of its management in the form filed as an exhibit to this registration
statement.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is a listing of all sales by the Company of unregistered
securities since the Company was incorporated on August 14, 1997. All such
sales were exempt from registration under the Securities Act of 1933, as
amended (the "Act"), pursuant to Section 4(2) of the Act (and, in the case of
the private placement described in paragraph 3 below, Regulation D
thereunder), as they were transactions not involving a public offering. The
Company believes that each of the issuances made pursuant to Section 4(2) was
made to a sophisticated investor, who had the financial resources to bear the
risk of the investment and who had the means and opportunity to obtain
information concerning the Company. The consideration paid to the Company in
respect of each issuance was cash, unless otherwise indicated. All sales
described below were made by the Company without the assistance of any
underwriters.
1. In September, October, November and December 1997, the Company issued
an aggregate of 12,910,714 shares of Common Stock and 6,342,858 warrants to
certain officers of the Company (including, in certain cases, one or more
entities controlled by the officer) for an aggregate amount of $46.01
million (not including 240,000 shares that were issued in the private
placement described in paragraph 3 below to a person who subsequently
became a director). See "Management--Capital Contributions by Officers and
Directors" in the prospectus which is a part of this Registration
Statement.
2. In October 1997, the Company sold an aggregate of 118,572 shares of
Common Stock to five employees of the company and one consultant at a price
of $3.50 per share.
3. In September 1997, the Company in a private placement sold an
aggregate of 3,028,873 shares of Common Stock, at a price of $3.50 per
share, to 51 accredited investors. Such sale was made in accordance with
Regulation D promulgated under the Act.
4. In October 1997, the Company issued 318,712 shares of Common Stock as
part of the consideration for the acquisition by the Company of one of the
Initial Acquired Companies. The number of such shares is subject to
adjustment as described under "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Consideration for Initial
Acquired Companies."
5. In October 1997, the Company issued a convertible note in the
principal amount of $300,000 as part of the consideration for the
acquisition of one of the Initial Acquired Companies.
6. In October and November 1997, options with respect to 797,500 shares
of Common Stock were granted to employees of the Company. Such options have
exercise prices ranging from $10.00 per share to $30.00 per share and a
weighted average exercise price of $12.49 per share.
7. In November 1997, the Company issued 5,000 shares and a warrant to
purchase 1,200 shares (at a $10.00 per share exercise price) as
compensation for services.
ITEM 16. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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1(a)* Form of United States Purchase Agreement
1(b)* Form of International Purchase Agreement
3(a)* Amended and Restated Certificate of Incorporation of the Company, in
effect as of the date hereof
3(b)* By-laws of the Company, in effect as of the date hereof
4* Form of Common Stock Certificate
5* Opinion of Ehrenreich Eilenberg Krause & Zivian LLP
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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10(a)* $55 Million Revolving Credit Facility, dated as of October 8, 1997,
between the Company, various financial institutions, and Bank of
America National Trust and Savings Association, as agent, together
with the First Amendment thereto dated October 17, 1997 and the Second
Amendment thereto dated October 24, 1997
10(b)* 1997 Stock Option Plan
10(c)* Form of Warrant Agreement(1)
10(d)* Form of Private Placement Purchase Agreement entered into by certain
officers of the Company in connection with purchasing shares and
warrants from the Company(2)
10(e)* Form of Subscription Agreement for September 1997 Private Placement(3)
10(f)* Form of Indemnification Agreement for Officers and Directors of the
Company
10(g)* Employment Agreement between the Company and Bradley S. Jacobs, dated
as of September 19, 1997
10(h)* Employment Agreement between the Company and John N. Milne, dated as
of September 19, 1997
10(i)* Employment Agreement between the Company and Michael J. Nolan, dated
as of October 14, 1997
10(j)* Employment Agreement between the Company and Robert P. Miner, dated as
of October 10, 1997
10(k)* Stock Purchase Agreement, dated as of October 24, 1997, among the
Company and the shareholders of Mercer Equipment Company+
10(l)* Stock Purchase Agreement, dated as of October 24, 1997, among the
Company and the shareholders of Bronco Hi-Lift Inc.+
10(m)* Stock Purchase Agreement, dated as of October 24, 1997, among the
Company and Coran Enterprises, Inc., Monterey Bay Equipment Rentals,
Inc., James M. Shade, Carol A. Shade, James M. Shade and Carol Anne
Shade, Trustees under the James M. Shade and Carol A. Shade Trust
Agreement dated September 14, 1982, Randall Shade and Corey Shade.+
10(n)* Stock Purchase Agreement, dated as of October 24, 1997, among the
Company and the shareholders of Rent-It Center, Inc.+
10(o)* Stock Purchase Agreement, dated as of October 20, 1997, among the
Company and A&A Tool Rentals & Sales, Inc., Joseph E. Doran, Patrick
J. Doran, and A&A Tool Rentals & Sales, Inc. Employee Stock Ownership
Plan.+
10(p)* Agreement and Plan of Merger, dated as of October 23, 1997, among the
Company, UR Acquisition Subsidiary, Inc. and J&J Rental Services,
Inc.+
10(q)* Convertible Note dated October 24, 1997
10(r)* Subscription Agreement dated November 14, 1997, between Wayland R.
Hicks and the Company
10(s)* Agreement dated November 14, 1997, between the Company and Wayland R.
Hicks
11* Statement re: Computation of per share earnings
21* Subsidiaries of the Registrant
23(a)* Consent of Ehrenreich Eilenberg Krause & Zivian LLP (included in
opinion filed as Exhibit 5)
23(b)* Consent of Weil, Gotshal & Manges LLP
23(c)* Consent of Ernst & Young LLP
23(d)* Consent of Ernst & Young LLP
23(e)* Consent of Ernst & Young LLP
23(f)* Consent of KPMG Peat Marwick
23(g)* Consent of Webster Duke & Co. PA
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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23(h)* Consent of Grant Thornton LLP
23(i)* Consent of Wayland R. Hicks
24* Power of Attorney (included in Part II of the original Registration
Statement under the caption "Signatures")
27* Financial Data Schedule
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* Previously filed.
+ Filed without exhibits and schedules (to be provided supplementally upon
request of the Commission).
(1) The Company issued a warrant in this form to the following officers of the
Company (or in certain cases to an entity controlled by such officer) for
the number of shares indicated: Bradley S. Jacobs (5,000,000); John N.
Milne (714,286); Michael J. Nolan (285,715); Robert P. Miner (142,857);
Sandra E. Welwood (50,000); Joseph J. Kondrup, Jr. (50,000); Kai E. Nyby
(50,000); and Richard A. Volonino (50,000).
(2) Each officer of the Company who purchased securities prior to the date
hereof, other than Messrs. Jacobs and Hicks, entered into a Private
Placement Purchase Agreement in this form (modified, in the case of
Messrs. Barker and Imig, to reflect the fact that such officers did not
purchase Warrants) with respect to the shares of Common Stock and Warrants
purchased by such officer from the Company as described under
"Management--Capital Contributions by Officers and Directors."
(3) Each purchaser of shares in the Company's September 1997 private placement
of 3,028,873 shares of Common Stock entered into a Subscription Agreement
in this form with respect to the shares purchased.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant undertakes to provide to the Underwriter at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 4 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW
YORK, STATE OF NEW YORK, ON DECEMBER 16, 1997.
United Rentals, Inc.
/s/ Michael J. Nolan
By: __________________________________
MICHAEL J. NOLANCHIEF
FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THEIR RESPECTIVE
CAPACITIES AND ON THE RESPECTIVE DATES SET FORTH OPPOSITE THEIR NAMES.
SIGNATURE TITLE DATE
/s/ * Chairman, Chief
- - ------------------------------------ Executive Officer December 16,
BRADLEY S. JACOBS and Director 1997
(Principal
Executive Officer)
/s/ * Director
- - ------------------------------------ December 16,
JOHN N. MILNE 1997
Director December ,
- - ------------------------------------ 1997
RONALD M. DEFEO
/s/ * Director
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RICHARD J. HECKMANN 1997
Director December ,
- - ------------------------------------ 1997
GERALD TSAI, JR.
/s/ Michael J. Nolan Chief Financial
- - ------------------------------------ Officer (Principal December 16,
MICHAEL J. NOLAN Financial Officer) 1997
/s/ Sandra E. Welwood Vice President,
____________________________________ Corporate December 16,
SANDRA E. WELWOOD Controller 1997
(Principal
Accounting
Officer)
Michael J. Nolan
*By: _______________________________
MICHAEL J. NOLAN ATTORNEY-IN-FACT
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