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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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REPUBLIC SERVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4953 65-0716904
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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DAVID A. BARCLAY
SENIOR VICE PRESIDENT
REPUBLIC SERVICES, INC. AND GENERAL COUNSEL
110 S.E. SIXTH STREET, 28TH FLOOR REPUBLIC SERVICES, INC.
FORT LAUDERDALE, FLORIDA 33301 110 S.E. SIXTH STREET, 28TH FLOOR
(954) 769-2400 FORT LAUDERDALE, FLORIDA 33301
(Address, including zip code, and telephone number, (954) 769-2400
including (Name, address, including zip code, and telephone
area code, of registrant's principal executive offices) number, including area code, of agent for service)
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COPIES TO:
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JONATHAN L. AWNER, ESQ. VALERIE FORD JACOB, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE S.E. THIRD AVENUE, 28TH FLOOR ONE NEW YORK PLAZA
MIAMI, FLORIDA 33131-1704 NEW YORK, NEW YORK 10004
(305) 374-5600 (212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, 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. [X] File No. 333-78137
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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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CALCULATION OF ADDITIONAL REGISTRATION FEE
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE FEE
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Notes........................................... $100,000,000 $100,000,000 $27,800
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INCORPORATION OF INFORMATION BY REFERENCE
The information in the Registration Statement filed by Republic Services,
Inc. (File No. 333-78137) with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, which was declared effective by the
Securities and Exchange Commission on May 19, 1999, is incorporated herein by
reference.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
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EXHIBITS DESCRIPTION OF EXHIBIT
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5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1).
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II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of
Florida, on May 19, 1999.
REPUBLIC SERVICES, INC.
By: /s/ HARRIS W. HUDSON
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Harris W. Hudson
Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* Chairman of the Board May 19, 1999
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H. Wayne Huizenga
/s/ HARRIS W. HUDSON Vice Chairman and Director May 19, 1999
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Harris W. Hudson
* Chief Executive Officer and May 19, 1999
- ----------------------------------------------------- Director (principal
James E. O'Connor executive officer)
* Senior Vice President and May 19, 1999
- ----------------------------------------------------- Chief Financial Officer
Tod C. Holmes (principal financial
officer and principal
accounting officer)
* Director May 19, 1999
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John W. Croghan
* Director May 19, 1999
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Ramon A. Rodriguez
* Director May 19, 1999
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Allan C. Sorensen
*By: /s/ HARRIS W. HUDSON
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Harris W. Hudson, by
power of attorney
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II-1.1
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EXHIBIT INDEX
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EXHIBITS DESCRIPTION OF EXHIBIT
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5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1).
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Exhibit 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
One Southeast Third Avenue
Miami, Florida 33131-1714
(305) 374-5600
Facsimile (305) 374-5095
May 19, 1999
Republic Services, Inc.
110 S.E. Sixth Street, 28th Floor
Fort Lauderdale, FL 33301
RE: $225,000,000 Principal Amount of 6 5/8% Notes due 2004;
$375,000,000 Principal Amount of 7 1/8% Notes due 2009.
Gentlemen:
We have acted as counsel to Republic Services, Inc., a Delaware
corporation (the "Company"), in connection with the corporate proceedings (the
"Corporate Proceedings") taken and to be taken relating to the public offering
of an aggregate $500,000,000 of the Company's 6 5/8% Notes due 2004 and the
Company's 7 1/8% Notes due 2009 (collectively, the "Notes"). We have also
participated in the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933 of a registration statement on Form
S-1, as amended (File No. 333-78137) (the "Registration Statement"), relating to
the Notes and the registration statement on Form S-1 filed on the date hereof
pursuant to Rule 462(b) (the "462(b) Registration Statement") relating to an
additional $100,000,000 of the Notes (the "Additional Notes"). In this
connection, we have examined such corporate and other records, instruments,
certificates and documents as we considered necessary to enable us to express
this opinion.
Based on the foregoing, it is our opinion that the Additional Notes
have been duly authorized for issuance by the Company and, when the Indenture
filed as Exhibit 4.2 to the Registration Statement has been duly executed and
delivered by the parties thereto, and when the Additional Notes are duly
executed, authenticated, issued and delivered in accordance with such Indenture
and the Corporate Proceedings and under the circumstances contemplated by the
Registration Statement, the Additional Notes will be legally issued and will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to or affecting the enforcement of creditors'
rights generally and by general equity principles.
Although we have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement and the 462(b) Registration
Statement, our engagement has been limited to certain matters about which we
have been consulted. Consequently, there may exist matters of a legal nature
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Republic Services, Inc.
May 19, 1999
Page 2
involving the Company in which we have not been consulted and have not
represented the Company. We express no opinion as to laws of any jurisdiction
other than the General Corporation Law of the State of Delaware and laws of the
State of Florida. The opinions expressed herein concern only the effect of the
General Corporation Law of the State of Delaware and of the laws (excluding the
principles of conflict of laws) of the State of Florida as currently in effect.
This opinion letter is limited to the matters stated herein and no opinions may
be implied or inferred beyond the matters expressly stated herein. The opinions
expressed herein are given as of this date, and we assume no obligation to
update or supplement our opinions to reflect any facts or circumstances that
may come to our attention or any change in law that may occur or become
effective at a later date.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement. In giving such consent, we do not thereby admit
that we are included within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations promulgated thereunder.
Sincerely,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Jonathan L. Awner
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Jonathan L. Awner
For the Firm
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our reports (and to all references to our Firm) included in or made a part of
this registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
May 19, 1999.
