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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000
REGISTRATION NO. 333-______________
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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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REPUBLIC SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0716904
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(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 of 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 and Address of Agent for Service)
REPUBLIC SERVICES, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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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
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 1,000,000(1) $ 15.34(2) $ 15,343,750(2) $ 4,051
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Employee Stock Purchase Plan. In addition, pursuant to Rule 416(c)
under the Securities Act, this registration statement covers an
indeterminate amount of interests in the Employee Stock Purchase Plan
that are separate securities and are required to be registered under
the Securities Act.
(2) Estimated solely for the purposes of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act, on
the basis of the average of the high and low prices of a share of
common stock as reported on The New York Stock Exchange on September 6,
2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Republic Services, Inc. Amended and
Restated Employee Stock Purchase Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933. We are not filing these documents with the Commission,
but these documents, along with the documents incorporated by reference into the
registration statement pursuant to Item 3 of Part II hereof, constitute 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 Employee
Stock Purchase 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which we have filed with the Commission pursuant to
the Securities Act or the Securities Exchange Act of 1934, as amended, are
incorporated herein by reference:
(a) Our Annual Report on Form 10-K for the year ended December 31, 1999;
(b) Our Quarterly Report on Form 10-Q for the period ended March 31, 2000;
(c) Our Quarterly Report on Form 10-Q for the period ended June 30, 2000;
(d) Our Current Reports on Form 8-K filed on January 26, 2000, April 26,
2000 and July 26, 2000; and
(e) The description of the our common stock contained in the our
Registration Statement on Form 8-A, filed on June 30, 1998.
In addition, all documents we file 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 us by
Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain attorneys who are
partners in or employed by Akerman, Senterfitt & Eidson, P.A. beneficially own
shares of our common stock as of the date hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation, as amended,
provides that we shall indemnify, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, each person who is involved in any
litigation or other proceeding because such person is or was our director or
officer, against all expense, loss or liability reasonably incurred or suffered
in connection therewith. The Amended and Restated 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 us 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
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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), 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
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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 -- Certificate of Amendment of Amended and
Restated Certificate of Incorporation of the
Company dated June 15, 1999 (incorporated by
reference to Exhibit 4.2 of the Company's Registration
Statement on Form S-8, Registration No. 333-81801,
filed with the Commission on June 29, 1999).
4.3 -- 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).
4.4 -- Form of the Company's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 of the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2000).
4.5 -- Republic Services, Inc. Amended and Restated Employee
Stock Purchase Plan.
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 opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature
pages hereto).
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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.
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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 11th day of September, 2000.
REPUBLIC SERVICES, INC.
By: /s/ James E. O'Connor
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James E. O'Connor
Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints H. Wayne Huizenga and James E. O'Connor
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.
SIGNATURE TITLE DATE
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/s/ H. WAYNE HUIZENGA Chairman of the Board September 11, 2000
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H. Wayne Huizenga
/s/ HARRIS W. HUDSON Vice Chairman and Director September 11, 2000
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Harris W. Hudson
/s/ JAMES E. O'CONNOR Chief Executive Officer and September 11, 2000
------------------------ Director
James E. O'Connor (principal executive officer)
/s/ TOD C. HOLMES Senior Vice President and Chief September 11, 2000
------------------------ Financial Officer (principal
Tod C. Holmes financial officer)
/s/ JOHN W. CROGHAN Director September 11, 2000
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John W. Croghan
/s/ RAMON A. RODRIGUEZ Director September 11, 2000
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Ramon A. Rodriguez
/s/ ALLAN C. SORENSEN Director September 11, 2000
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Allan C. Sorensen
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 -- Amended and Restated Certificate of
Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's
Quarterly Report Form 10-Q for the period
ended June 30, 1998).
4.2 -- Certificate of Amendment of Amended and Restated
Certificate of Incorporation of the Company dated
June 15, 1999 (incorporated by reference to Exhibit 4.2
of the Company's Registration Statement on Form S-8,
Registrant, No. 333-81801, filed with the Commission on
June 29, 1999).
4.3 -- 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).
4.4 -- Form of the Company's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 of the
Company's Quarterly Report on Form 10-Q for the period
ended June 30, 2000).
4.5 -- Republic Services, Inc. Amended and Restated Employee
Stock Purchase Plan.
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 opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature
page hereto).
