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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAINBOW RENTALS, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1512520
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3711 Starr Centre Drive
Canfield, Ohio 44406
(Address of principal executive offices)
RAINBOW RENTALS, INC.
1998 STOCK OPTION PLAN
(Full title of the plan)
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Wayland J. Russell, Chairman and Chief Executive Officer
Rainbow Rentals, Inc.
3711 Starr Centre Drive
Canfield, Ohio 44406
(330) 533-5363
(Name, address, and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 600,000 shs. $11 1/2(1) $6,900,000(1) $1,918.20(1)
without par value
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof: (a) the Registrant's annual report on Form 10-K for the year
ending December 31, 1998, filed with the Commission pursuant to Section 13(a)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b)
all other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of
the Exchange Act, since the end of the year covered by the annual report on Form
10-K referred to in subsection (a) above; and (c) a description of the
Registrant's Common Shares set forth in the Registrant's Registration Statement
on Form 8-A filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under certain circumstances provided in Article V of the
Registrant's Code of Regulations and subject to Section 1701.13 of the Ohio
General Corporation Law (which sets forth the conditions and limitations
governing indemnification of officers, directors and other persons), the
Registrant will indemnify any director or officer or any former director or
officer of the Registrant against losses, damages or liabilities reasonably
incurred by such director or officer by reason of the fact that he or she is or
was a director or officer in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative. The Registrant maintains liability insurance for all of its
directors and officers. This insurance also insures the Registrant against
amounts payable to indemnify directors and officers, subject to policy limits
and retention amounts.
Under the Ohio General Corporation Law, a director's liability to
the Company or its shareholders for damages is limited to only those situations
where it is proved by clear and
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convincing evidence that the director's action or failure to act was undertaken
with deliberate intent to cause injury to the Registrant or undertaken with
reckless disregard for the best interests of the Registrant, and those
situations involving unlawful loans, asset distributions, dividend payments or
share repurchases. As a result, shareholders may be unable to recover monetary
damages against directors for actions which constitute gross negligence or which
are in violation of their fiduciary duties, although it may be possible to
obtain injunctive or other equitable relief with respect to such actions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 6 of 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 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;
(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, 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.
(c) The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report,
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to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Exchange Act; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) 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 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.
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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 Canfield, State of Ohio, on the 1st day of June,
1999.
RAINBOW RENTALS, INC.
By: /s/ Wayland J. Russell
-----------------------------------------
Wayland J. Russell, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 1st day of June, 1999 by the
following persons in the capacities indicated.
Wayland J. Russell, Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
Lawrence S. Hendricks, Chief Operating Officer and Director
Michael J. Viveiros, President and Director
Ivan J. Winfield, Director
Brian L. Burton, Director
Michael A. Pecchia, Chief Financial Officer (Principal
Financial and Accounting Officer)
The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to Powers of Attorney executed by the above-named
Officers and Directors of the Registrant and which are being filed herewith with
the Securities and Exchange Commission on behalf of such officers and directors.
By: /s/ Wayland J. Russell
-------------------------------
Wayland J. Russell, Attorney-in-fact
Date: June 1, 1999
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RAINBOW RENTALS, INC.
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as
to the legality of shares of Common Stock being registered
23.1 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
(included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney of Directors and Officers
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EXHIBIT 5.1
[KAHN, KLEINMAN, YANOWITZ & ARNSON CO., L.P.A. LETTERHEAD]
June 3, 1999
Rainbow Rentals, Inc.
3711 Starr Centre Drive
Canfield, Ohio 44406
Ladies and Gentlemen:
In connection with the filing by Rainbow Rentals, Inc. (the "Company"),
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to a maximum
of 600,000 Common Shares, without par value (the "Shares") of the Company to be
issued under the Rainbow Rentals, Inc. 1998 Stock Option Plan (the "Plan"), we
have examined the following:
1. The Amended and Restated Articles of Incorporation and the
Amended and Restated Code of Regulations of the Company, each as
currently in effect;
2. The records relating to the organization of the Company and
such other records of corporate proceedings and such other documents as
we deemed it necessary to examine as a basis for the opinions
hereinafter expressed;
3. The Registration Statement on Form S-8 (including Exhibits
thereto); and
4. Copies of the Plan, and the records of the proceedings of
the Board of Directors and shareholders of the Company relating to the
adoption and approval thereof.
Based upon that examination, we are of the opinion that:
A. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio.
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Rainbow Rentals, Inc.
Page 2
June 3, 1999
B. The Shares have been duly authorized and, when issued and
delivered pursuant to the Plan and in the manner contemplated by the
Registration Statement, will be validly issued, fully paid, and
non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.
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KAHN, KLEINMAN, YANOWITZ & ARNSON CO., L.P.A.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Rainbow Rentals, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Rainbow Rentals, Inc. of our report dated February 10, 1999,
relating to the consolidated balance sheets of Rainbow Rentals, Inc. and
subsidiary as of December 31, 1998 and 1997, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1998, which report appears in the
December 31, 1998 annual report on Form 10-K of Rainbow Rentals, Inc.
/s/ KPMG LLP
KPMG LLP
Cleveland, Ohio
June 3, 1999
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EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS AND OFFICERS
KNOW ALL MEN BY THESE PRESENTS, that Rainbow Rentals, Inc., an Ohio
corporation and each of the undersigned Directors and/or officers of Rainbow
Rentals, Inc. hereby constitutes and appoints Wayland J. Russell, Michael A.
Pecchia, Michael A. Ellis and Deborah A. Weisman, and each of them, their
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and on behalf of Rainbow Rentals, Inc. and the undersigned
Directors and/or officers of Rainbow Rentals, Inc. and each of such directors
and/or officers, to execute the Rainbow Rentals, Inc.'s Registration Statement
on Form S-8 relating to the Common Shares to be issued under the Rainbow
Rentals, Inc. 1998 Stock Option Plan and any and all documents and
post-effective amendments thereto and to file the same, with Exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that such
attorneys-in-fact and agents or their substitutes may do or cause to be done by
virtue hereof.
This Power of Attorney of Rainbow Rentals, Inc. and the Directors
and/or officers of Rainbow Rentals, Inc. may be executed in multiple
counterparts, each of which shall be deemed an original with respect to the
person executing it.
IN WITNESS WHEREOF, this Power of Attorney has been signed this 1st day
of June, 1999.
RAINBOW RENTALS, INC.
By: /s/ Wayland J. Russell
---------------------------------
Wayland J. Russell, Chairman of the
Board and Chief Executive Officer
DIRECTORS AND OFFICERS:
/s/ Wayland J. Russell /s/ Lawrence S. Hendricks
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Wayland J. Russell, Lawrence S. Hendricks,
Chairman of the Board and Chief Executive Chief Operating Officer and Director
Officer
/s/ Michael J. Viveiros /s/ Ivan J. Winfield
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Michael J. Viveiros, Ivan J. Winfield,
President and Director Director
/s/ Brian L. Burton /s/ Michael A. Pecchia
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Brian L. Burton, Michael J. Pecchia
Director Chief Financial Officer (Principal
Financial and Accounting Officer)
