<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1999
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
REPUBLIC SERVICES, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
DELAWARE 65-0716904
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
REPUBLIC SERVICES, INC.
110 S.E. SIXTH STREET, 28TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(954) 769-2400
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
DAVID A. BARCLAY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
REPUBLIC SERVICES, INC.
110 S.E. SIXTH STREET, 28TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(954) 769-2400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
----------
COPIES OF ALL COMMUNICATIONS TO:
JONATHAN L. AWNER, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED
MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER SHARE (2) OFFERING PRICE (3 ) FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 20,000,000 $18.50 $370,000,000 $102,860
Class A share
============================================================================================================================
</TABLE>
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
Total Number of Sequentially Numbered Pages: 7
Exhibit Index on Sequentially Numbered Page: 7
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the 1998 Stock Incentive Plan (the
"Plan") of Republic Services, Inc. (the "Company") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof will be available to participants in the Plan, without charge, upon
written or oral request. Any such request should be directed to David A.
Barclay, Senior Vice President and General Counsel, Republic Services, Inc., 110
S.E. Sixth Street, 28th Floor, Fort Lauderdale, Florida, 33301, Telephone (954)
769-2400.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document, which has been filed by Republic Services, Inc.
(the "Company") with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated herein by reference:
(a) The Company's Prospectus, as amended, dated April 27, 1999,
which forms part of the Company's Registration Statement on
Form S-1 filed with the Commission on April 27, 1999.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
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 modified or superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares registered hereby will be passed upon for
the Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain
attorneys employed by Akerman, Senterfitt & Eidson, P.A. beneficially own shares
of the common stock of the Company as of the date hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the Company shall indemnify, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law ("DGCL"), each
person who is involved in any litigation or other proceeding because such person
is or was a director or officer of the Company, against all expense, loss or
liability reasonably incurred or suffered in connection therewith. The Amended
and Restated Bylaws (the "Bylaws") provide that a director or officer may be
paid expenses incurred in defending any proceeding in advance of its final
disposition upon receipt by the Company of an undertaking, by or on behalf of
the director or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director
or officer of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he had no reason to believe his conduct
was unlawful. In a derivative action (i.e., one brought by or on behalf of the
corporation),
3
<PAGE> 4
indemnification may be made only for expenses, actually and reasonably incurred
by any director or officer in connection with the defense or settlement of such
an action or suit, if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Certificate eliminates
the liability of a director to the corporation or its stockholders for monetary
damages for such breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) from any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 -- Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1998).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1998).
4.3 -- Form of the Company's Class A Common Stock Certificate
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1/A, Amendment No. 2,
dated June 30, 1998).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- 1998 Stock Incentive Plan (incorporated by reference to
Exhibit 10.15 of the Company's Registration Statement on
Form S-1/A , Amendment No.2, dated June 30, 1998).
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page
hereto).
4
<PAGE> 5
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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 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 (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 or furnished to the 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 herein, 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 therein, 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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 of whether such indemnification by it is against
public policy and as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Fort Lauderdale, State of Florida, on the 7th day of May, 1999.
REPUBLIC SERVICES, INC.
By: /s/ H. Wayne Huizenga
------------------------------
H. Wayne Huizenga
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints H. Wayne Huizenga and Harris W. Hudson his
true and lawful attorneys-in-fact, 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 or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ H. Wayne Huizenga Chairman of the Board May 7, 1999
- -----------------------------------
H. Wayne Huizenga
/s/ Harris W. Hudson Vice Chairman and Director May 7, 1999
- -----------------------------------
Harris W. Hudson
/s/ James E. O'Connor Chief Executive Officer and Director May 7, 1999
- ----------------------------------- (Principal Executive Officer)
James E. O'Connor
/s/ Tod C. Holmes Senior Vice President and Chief May 7, 1999
- ----------------------------------- Financial Officer (Principal Financial
Tod C. Holmes Officer and Principal Accounting
Officer)
/s/ John W. Croghan Director May 7, 1999
- -----------------------------------
John W. Croghan
/s/ Ramon A. Rodriguez Director May 7, 1999
- -----------------------------------
Ramon A. Rodriguez
/s/ Allan C. Sorensen Director May 7, 1999
- -----------------------------------
Allan C. Sorensen
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 -- Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1998).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1998).
4.3 -- Form of the Company's Class A Common Stock Certificate
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1/A, Amendment No. 2,
dated June 30, 1998).
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- 1998 Stock Incentive Plan (incorporated by reference to
Exhibit 10.15 of the Company's Registration Statement on
Form S-1/A, Amendment No.2, dated June 30, 1998).
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature page
hereto).
7
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
SUNTRUST INTERNATIONAL CENTER
28TH FLOOR
ONE S.E. THIRD AVENUE
MIAMI, FLORIDA 33131-1704
(305) 374-5600
TELECOPY (305) 374-5095
MAY 7, 1999
Republic Services, Inc.
110 S.E. Sixth Street, 28th Floor
Fort Lauderdale, FL 33301
Gentlemen:
We have acted as counsel to Republic Services, Inc., a Delaware
corporation (the "Company"), with respect to the filing by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") covering
the issuance of up to 20,000,000 shares of the Company's Class A Common Stock,
par value $0.01 per share (the "Shares").
Based on our review of the Company's Amended and Restated Certificate
of Incorporation, Amended and Restated Bylaws, the 1998 Stock Incentive Plan and
documents related thereto, and such other documents and records as we have
deemed necessary and appropriate, we are of the opinion that:
1. The Company is duly formed and validly existing as a
corporation in good standing under the laws of the State of
Delaware.
2. When the Shares are properly authorized for issuance, the
Shares will have been duly authorized for issuance, and, when
thereafter sold, issued and paid for as contemplated by the
Registration Statement, the Shares will have been validly and
legally issued and will be fully paid and nonassessable under
the laws of the State of Delaware.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 28, 1999, except with respect to the matters discussed in Note 12, as to
which the date is April 6, 1999, included in Republic Services, Inc.'s Form S-1
dated April 27, 1999, and to all references to our Firm included in this
registration statement.
Fort Lauderdale, Florida,
May 7, 1999.
