<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1999
REGISTRATION NO. 333-____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE
THE SECURITIES ACT OF 1933
------------------------
NATIONSRENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7353 31-1570069
(State or Other Jurisdiction of
Incorporation or (Primary Standard Industrial (I.R.S. Employer
Organization) Classification Code Number) Identification Number)
</TABLE>
450 EAST LAS OLAS BOULEVARD, SUITE 1400
FT. LAUDERDALE, FLORIDA 33301
(954) 760-6550
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JOSEPH H. IZHAKOFF
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NATIONSRENT, INC.
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
(954) 760-6550
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
STEPHEN K. RODDENBERRY
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time 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, check the following box. [X]
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 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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share......... 52,574,088(3) $7.375 $387,763,399 $2,142(3)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement
also covers an indeterminate number of additional shares as may be issued as
a result of adjustments by reason of any stock split, stock dividend or
similar transaction. Includes a good faith estimate of the maximum number of
shares of common stock issuable upon the conversion of convertible
promissory notes at the election of the registrant which estimate may
include more shares than are set forth in the Prospectus.
(2) Estimated pursuant to Rule 457(c) under the Securities Act solely for the
purpose of calculating the amount of the registration fee. The average of
the high and low prices of a share on The New York Stock Exchange was $7.375
on October 4, 1999.
(3) Includes 15,186,913 shares previously registered on a Registration Statement
on Form S-1 (Regis. No. 333-69997) and 36,342,444 shares previously
registered on a Registration Statement on Form S-1 (Regis. No. 333-60551),
which are being carried forward and included in this Registration Statement
pursuant to Rule 429 under the Securities Act. The registrant paid
registration fees of $26,123.39 on December 31, 1998 and $124,245.83 on
August 6, 1998, in connection with the original registration of the
15,186,913 shares and the 36,342,444 shares, respectively. Therefore, the
registration fee has been calculated on the registration of 1,044,731
shares.
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 THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS REGISTRATION STATEMENT FILE NO. 333- ________
52,459,754 SHARES
(NATIONSRENT, INC. LOGO)
COMMON STOCK
The selling stockholders identified in this Prospectus may offer from time
to time 52,459,754 shares of common stock of NationsRent, Inc. The selling
stockholders have acquired the shares of common stock offered by this Prospectus
in private placement transactions and in connection with business acquisitions
we have made. The shares of common stock offered by this Prospectus include
9,300,868 shares which certain of the selling stockholders may acquire pursuant
to the conversion of convertible promissory notes or the exercise of warrants.
Registering these shares of common stock will allow the selling stockholders to
publicly sell or otherwise distribute their shares of common stock.
The selling stockholders may offer these shares of common stock in one or
more transactions on The New York Stock Exchange at prices then prevailing, in
negotiated transactions or otherwise. The selling stockholders and brokers
through whom the sale of the shares of common stock are made may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933. In addition, any profits realized by the selling stockholders or such
brokers on the sale of shares of common stock may be deemed to be underwriting
commissions under the Securities Act. This Prospectus also may be used, with our
prior consent, by donees of the selling stockholders, or by other persons
acquiring these shares and who wish to offer and sell the shares under
circumstances requiring or making desirable its use. The price at which any of
the shares of common stock may be sold and the commissions paid in connection
with any sale may vary from transaction to transaction. We will pay certain
expenses of this offering.
------------------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.
------------------------------
Trading Symbol
New York Stock Exchange -- NRI
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is ________ , 1999.
<PAGE> 3
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER NO CIRCUMSTANCES SHALL THE
DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS PROSPECTUS CREATE
ANY IMPLICATION THAT INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information......................... 2
The Company................................................. 4
Risk Factors................................................ 5
Use of Proceeds............................................. 10
Selling Stockholders........................................ 10
Plan of Distribution........................................ 14
Description of Capital Stock................................ 15
Legal Matters............................................... 18
Experts..................................................... 18
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, and in accordance with the Exchange Act file reports, proxy
statements and other information with the SEC. Such reports, proxy statements
and other information may be inspected and copied, without charge, at the Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the SEC's regional offices located at Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. The public may obtain information on the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Such materials can also be
inspected at the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York 10005 or on the SEC's web site on the Internet at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this Prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act until our offering is completed:
(a) Annual Report on Form 10-K for the year ended December 31, 1998
filed with the SEC on March 29, 1999, as amended by the Annual Report on
Form 10-K/A for the year ended December 31, 1998 filed with the SEC on May
28, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 (as filed with the SEC on May 17, 1999) and June 30, 1999 (as filed
with the SEC on August 16, 1999);
2
<PAGE> 4
(c) Current Reports on Form 8-K dated January 6, 1999 (as filed with
the SEC on January 6, 1999), January 27, 1999 (as filed with the SEC on
January 27, 1999), April 7, 1999 (as filed with the SEC on April 8, 1999
and as amended on April 8, 1999) and May 20, 1999 (as filed with the SEC on
May 21, 1999);
(d) The description of our common stock contained in the Registration
Statement on Form 8-A, as filed with the SEC on July 13, 1998, and any
amendment or report filed with the SEC for the purpose of updating such
description; and
(e) The prospectus contained in the Post-Effective Amendment No. 1 to
the Registration Statement on Form S-1 (SEC File No. 333-69997), as filed
with the SEC on June 28, 1999, and the supplement to the prospectus, as
filed with the SEC on September 9, 1999.
You may request a copy of these filings at no cost, by writing to or
telephoning Joseph H. Izhakoff, Vice President, Secretary and General Counsel at
the following address:
NationsRent, Inc.
450 East Las Olas Boulevard, Suite 1400
Ft. Lauderdale, FL 33301
(954) 760-6550
You should rely only on the information in or incorporated by reference in
this Prospectus or any Prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any Prospectus supplement is accurate
as of any date other than the date on the front of the document.
3
<PAGE> 5
THE COMPANY
WHO WE ARE
NationsRent is one of the fastest growing equipment rental companies in the
United States. We have acquired a platform of equipment rental businesses
concentrated in selected markets and are building a network of nationally
branded locations. We have become a leading provider of rental equipment as a
result of our strategy to acquire core businesses, open or acquire additional
locations concentrated around those businesses and expand our rental fleet. We
believe that this "cluster" strategy enables us to increase profitability in our
acquired stores and achieve profitability in our newly opened locations more
quickly than our competitors. By implementing the cluster strategy and expanding
our fleet of rental equipment, we are able to provide a full range of rental
equipment to customers with a wide variety of equipment rental needs. As of
September 30, 1999, we have acquired 48 equipment rental businesses and operate
161 locations in 24 states.
NationsRent was incorporated in the State of Delaware in August 1997. Our
common stock is traded on The New York Stock Exchange under the symbol "NRI."
Our principal executive offices are located at 450 East Las Olas Boulevard, Fort
Lauderdale, Florida 33301 and our telephone number is (954) 760-6550.
WHAT WE DO
We offer a comprehensive line of equipment for rental primarily to a broad
range of construction and industrial customers, including heavy highway
contractors, general contractors, subcontractors, manufacturing plants and
distribution centers. We also sell used and new equipment, spare parts and
supplies, and provide maintenance and repair services. Our locations offer a
full range of high quality, well-maintained rental equipment, including the
following:
<TABLE>
<S> <C> <C>
-aerial lifts and work
- - backhoes platforms - articulated trucks
- - bulldozers - compressors and generators - excavators
- - skid steer loaders - specialized hand tools - wheel loaders
</TABLE>
RECENT DEVELOPMENTS
In August 1999, we completed the sale of $100 million of our perpetual
Series A Convertible Preferred Stock to NR Holdings Limited and NR Investments
Limited. The private placement took place in two steps. On July 20, 1999, we
sold $78 million of the Series A Preferred Stock, and on August 31, 1999,
following stockholder approval at a special meeting of stockholders, we sold the
remaining $22 million.
4
<PAGE> 6
RISK FACTORS
You should carefully consider the risk factors set forth below, as well as
the other information appearing elsewhere in this Prospectus, before making an
investment in our common stock. The risks described below are not the only ones
that we face. Additional risks about which we do not yet know or that we
currently think are immaterial may also impair our business operations. Our
business, operating results or financial condition could be materially adversely
affected by any of the following risks. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your
investment.
This Prospectus includes and incorporates "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, including in particular the statements about
our plans, strategies and prospects. These statements may be made directly in
this Prospectus or may be "incorporated by reference" to other documents.
Although we believe that our plans, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, we cannot assure
you that such plans, intentions or expectations will be achieved. Important
factors that could cause actual results to differ materially from our forward-
looking statements are set forth below and in the documents that we have
incorporated by reference. All forward-looking statements attributable to us or
any persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements set forth below.
WE HAVE SUBSTANTIAL INDEBTEDNESS AND OUR ABILITY TO GENERATE CASH IN ORDER TO
SERVICE OUR INDEBTEDNESS DEPENDS ON MANY FACTORS BEYOND OUR CONTROL
Our leverage is significant in relation to our equity. At June 30, 1999, we
had total debt and stockholders' equity as set forth in the table below (dollars
in thousands):
<TABLE>
<CAPTION>
AT JUNE 30, 1999
-----------------
(UNAUDITED)
<S> <C>
Total debt............................................... $787,036
Stockholders' equity..................................... 296,382
</TABLE>
The level of our indebtedness could have important consequences to us,
including the following:
- our ability to obtain any necessary financing in the future for capital
expenditures, working capital, debt service requirements, acquisitions or
other purposes may be limited;
- a substantial portion of our cash flow from operations must be dedicated
to the payment of principal of and interest on our indebtedness and other
obligations;
- significant levels of indebtedness could limit our flexibility in
planning for, or reacting to changes in, our business;
- we will be more highly leveraged than some of our competitors; and
- our high degree of indebtedness will make us more vulnerable to a default
and the consequences (such as a bankruptcy or workout) in the event of a
downturn in our business.
WE MAY NOT BE ABLE TO EXECUTE OUR GROWTH STRATEGY
A principal component of our growth strategy is to expand through
additional acquisitions and to open new locations. We expect our growth strategy
will affect short-term cash flow and net income as we increase our indebtedness
and incur expenses to open new locations, make acquisitions and expand our
rental fleet. As a result, revenue and operating results may fluctuate. Our
future growth will depend on a number of factors including our ability to:
- identify acceptable acquisition candidates and suitable locations for new
stores;
- complete acquisitions and obtain sites for new locations on favorable
terms;
5
<PAGE> 7
- promptly and successfully integrate acquired businesses and newly opened
locations with our existing operations;
- expand our customer base; and
- obtain financing to support expansion.
We cannot assure you that we will successfully expand or that any expansion
will result in profitability. The failure to effectively identify, evaluate and
integrate acquired businesses and newly opened locations could adversely affect
our growth prospects. We also cannot assure success in entering new geographic
markets, which may have different competitive conditions, seasonality and
demographic characteristics than our current markets.
As we expand through acquisitions and the opening of new locations, we
expect to increase the number of our employees, the scope of our operating and
financial systems and the geographic area of our operations. This growth will
increase the complexity of operations and the level of responsibility for both
existing and new management personnel. We may not be able to attract and retain
qualified management and employees and our current operating and financial
systems and controls may not be adequate to support our expected growth.
OUR FUTURE GROWTH WILL DEPEND ON OBTAINING ADDITIONAL CAPITAL
Our ability to remain competitive, sustain our growth and expand our
operations through new locations and acquisitions largely depends on our access
to capital. We must also make ongoing capital expenditures to maintain the
condition of our rental fleet in order to remain competitive and provide our
customers with high-quality equipment. Historically, we financed capital
expenditures, acquisitions and new locations primarily through the issuance of
equity securities, secured bank borrowings, financing from equipment suppliers,
the issuance of senior subordinated notes and internally generated cash flow. As
of September 29, 1999, we had senior credit facilities consisting of a $300.0
million term loan due July 2006 and a $500.0 million revolving line of credit
due July 2004 of which $157.6 million was outstanding under the line of credit.
To implement our growth strategy and meet our capital needs, we plan to issue
additional equity securities and incur additional indebtedness in the future. We
cannot assure you that we will be able to obtain additional capital, if and when
required, on acceptable terms, or at all. If we cannot obtain sufficient
additional capital in the future, we will have to curtail growth or delay
capital expenditures, which would have a material adverse effect on our
business, financial condition or results of operations.
THE TERMS OF OUR EXISTING INDEBTEDNESS MAY RESTRICT OUR ABILITY TO GROW
Our senior credit facilities contain a number of covenants that limit our
ability to dispose of assets or merge, incur debt, pay dividends, create liens,
make capital expenditures and make certain investments or acquisitions and
otherwise restrict corporate activities. The Indenture governing our 10 3/8%
senior subordinated notes due 2008 also contains a number of similar restrictive
covenants. As a result of these covenants, our ability to respond to changing
business and economic conditions and to secure additional financing may be
significantly restricted.
THE EQUIPMENT RENTAL INDUSTRY IS HIGHLY COMPETITIVE
Our competitors include large national rental companies, equipment
manufacturers, regional corporations, smaller independent businesses and
equipment vendors and dealers who both sell and rent equipment to customers.
Some of our competitors have greater financial resources, are more
geographically diverse and have greater name recognition than we have. We may
encounter increased competition from existing competitors or new market
entrants, such as equipment manufacturers, that may be significantly larger and
have greater financial and marketing resources than we have.
6
<PAGE> 8
Competitors may compete not only for customers but also for acquisition
candidates and new locations that could have the effect of increasing prices for
acquisitions and limiting available expansion locations.
WE HAVE A LIMITED OPERATING HISTORY
We were formed in August 1997 and commenced operations in September 1997
with our acquisition of Sam's Equipment Rental, Inc. and Gabriel Trailer
Manufacturing Company, Inc., considered our predecessor company. Accordingly,
you can only evaluate us, our growth strategy and our prospects based upon our
limited operating history. You must evaluate our company's prospects in light of
the risks, expenses and difficulties frequently encountered by companies in the
early stages of development. Although we have recently experienced growth in
revenue and net income, we cannot assure you that this growth can or will be
sustained or that our strategy of building a network of nationally branded
equipment rental locations will lead to continued growth in revenue and net
income.
OUR REVENUE AND OPERATING RESULTS ARE LIKELY TO CONTINUE TO FLUCTUATE
Our revenue and operating results have varied from quarter to quarter and
we expect that they will continue to fluctuate in the future due to:
- general economic conditions in our markets;
- adverse weather conditions;
- the timing and cost of acquisitions and new locations;
- the effectiveness of integrating acquired businesses and new locations;
- the timing of fleet expansion capital expenditures;
- the realization of targeted equipment utilization rates;
- seasonal rental and purchasing patterns of our customers; and
- price changes in response to competitive factors.
We will incur various costs in establishing or integrating newly acquired
and opened locations, and the profitability of a new location is generally
expected to be lower in the initial period of its operation.
WE MUST COMPLY WITH VARIOUS SAFETY AND ENVIRONMENTAL REGULATIONS THAT MAY
INCREASE EXPENSES AND LIABILITIES
Our equipment, facilities and operations are subject to federal, state and
local laws and regulations governing occupational health and safety and
environmental protection. Under these laws, an owner or operator of real estate
may be liable for the costs of removal or remediation of hazardous substances
located on such property. These laws often impose liability without regard to
whether the owner or operator knew of, or was responsible for, the presence of
such hazardous substances. Some of our existing and former locations use and
have used such substances and currently generate or have generated or disposed
of wastes, which are or may be considered hazardous or otherwise are subject to
applicable environmental requirements. We use hazardous materials such as
solvents to clean and maintain our rental fleets. We also generate and dispose
waste such as used motor oil, radiator fluid and solvents, and we may be liable
under various federal, state and local laws for environmental contamination at
facilities where our waste is or has been disposed. In addition, we
7
<PAGE> 9
dispense petroleum products from underground and above-ground storage tanks
located at certain rental locations that we own or operate. We incur ongoing
expenses associated with the removal of older underground storage tanks and
other activities in order to comply with environmental laws and we also perform
remediation at certain of our locations. We cannot assure you that environmental
and safety requirements will not become more stringent or be interpreted and
applied more stringently in the future, or that we will not indemnify other
parties for adverse environmental conditions that are currently known to us.
Such future changes or interpretations, or the indemnification for such adverse
environmental conditions, could result in additional environmental compliance or
remediation costs not currently anticipated by us, which could have a material
adverse effect on our business, financial condition or results of operations.
WE MAY INCUR UNANTICIPATED LIABILITIES ASSOCIATED WITH ACQUISITIONS
There may be liabilities that we fail or are unable to discover in the
course of performing due diligence investigations on each business we have
acquired or may acquire in the future. These liabilities could include those
arising from employee benefits contribution obligations of a prior owner or
non-compliance with applicable federal, state or local environmental
requirements by prior owners for which a successor owner may be responsible. We
try to minimize these risks by conducting such due diligence as we deem
appropriate under the circumstances. However, we cannot assure you that we have
identified or, in the case of future acquisitions, will identify, all existing
or potential risks, or that indemnification obtained from a seller, if any, will
be enforceable, collectible or sufficient in amounts, scope or duration to fully
offset the possible liabilities associated with the business acquired. Any of
these liabilities, individually or in the aggregate, could have a material
adverse effect on our business, financial condition or results of operations.
SOME OF OUR LIABILITIES MAY NOT BE COVERED BY INSURANCE
Our business exposes us to possible claims for personal injury or death
resulting from the use of equipment we rent or sell and from injuries caused in
motor vehicle accidents in which delivery or service personnel are involved. We
carry comprehensive insurance subject to a deductible. We cannot assure that
existing or future claims will not exceed the level of our insurance, or that
our insurance will continue to be available on economically reasonable terms, if
at all.
OUR EXECUTIVE OFFICERS AND DIRECTORS HAVE A CONTROLLING INTEREST IN OUR COMPANY
As of August 31, 1999, our executive officers and directors, including H.
Wayne Huizenga, beneficially owned approximately 36.4% of our common stock. In
addition, as of August 31, 1999, H. Family Investments, Inc., a Florida
corporation controlled by H. Wayne Huizenga, Jr., Mr. Huizenga's son, owned
approximately 21.3% of our outstanding common stock and Investcorp, S.A., an
entity affiliated with our directors Christopher J. O'Brien and Charles J.
Philippin, owned 100,000 shares of our Series A Preferred Stock which is
convertible into approximately 20.2% of our outstanding common stock. As a
result, our executive officers and directors are, together with H. Family
Investments, Inc. and Investcorp S.A., able to exercise controlling influence
over the outcome of matters submitted to our stockholders for approval,
including the election of directors.
THE VALUE OF YOUR COMMON STOCK MAY BE DILUTED DUE TO FUTURE STOCK ISSUANCES
You may experience dilution as a result of shares of common stock which may
be issued in connection with future capital raising transactions and business
acquisitions and as a result of the issuance and exercise of stock options.
8
<PAGE> 10
THE PRICE OF OUR COMMON STOCK IS SUBJECT TO VOLATILITY
The market price of the common stock could be subject to significant
fluctuations due to variation in our operating results, changes in earnings
estimates by investment analysts, the success or failure of our growth strategy,
and changes in business or regulatory conditions affecting us. In addition, the
stock market has from time to time experienced extreme price fluctuations which
have often been unrelated to the operating performance of the affected
companies. Such fluctuations could materially adversely affect the market price
of our common stock.
WE ARE RESTRICTED IN OUR ABILITY TO PAY DIVIDENDS
Our senior credit facilities and the Indenture governing our 10 3/8% senior
subordinated notes due 2008 restrict us from paying dividends on our common
stock. We do not expect to pay dividends on our common stock in the foreseeable
future.
SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT MARKET PRICES OF OUR COMMON
STOCK
As of August 31, 1999, we had 56,453,781 shares of common stock and 100,000
shares of Series A Preferred Stock outstanding. Pursuant to this Prospectus, we
are registering 52,459,754 shares of common stock which includes 9,300,868
shares of common stock issuable upon the conversion of promissory notes or upon
the exercise of warrants. In addition, we have registered under the Securities
Act pursuant to separate registration statements approximately 8,300,000 shares
of common stock reserved for issuance pursuant to options granted and which may
be granted to our employees. We have granted registration rights with respect to
approximately 14.3 million shares of common stock issuable upon conversion of
the 100,000 shares of Series A Preferred Stock outstanding. We may issue
additional shares of common stock and securities convertible into common stock
in connection with acquisitions, capital raising transactions or otherwise for
which we may grant registration rights. We cannot make any predictions as to the
effect, if any, that market sales of shares of our common stock or the
availability of the shares of common stock for sale will have on the market
price for shares of our common stock prevailing from time to time. Sales of
substantial amounts of shares of our common stock in the public market could
adversely affect the market price of the common stock and could impair our
ability to raise capital through an offering of equity securities.
THE YEAR 2000 ISSUE MAY ADVERSELY AFFECT OUR COMPUTER SYSTEMS
We are aware of the issues associated with the programming code in existing
computer software systems as the Year 2000 approaches. The Year 2000 problem is
pervasive and complex, and virtually every computer operation could be affected
in some way by the rollover of the two-digit year value to "00." The issue is
whether systems will properly recognize date sensitive information when the year
changes to 2000. Systems that do not properly recognize this information could
generate erroneous data or cause complete system failures. Our management
information system has been developed and is being tested to ensure that it is
Year 2000 compliant. We expect to convert all of the information systems of the
businesses we acquire to our management information system as soon as
practicable after each acquisition is completed. However, we cannot assure you
that all such systems will be converted prior to December 31, 1999. Although we
do not anticipate any material adverse effects from the Year 2000 issue, we
cannot assure you that we, or any business we acquire, or any of our customers
or vendors will not experience interruptions of operations because of Year 2000
problems. Although we do not expect to incur significant expense to address the
Year 2000 issue beyond our capital investment in the management information
system, Year 2000 problems might require us to incur unanticipated expenses and
such expenses could have a material adverse effect on our business, financial
condition, results of operations or prospects.
9
<PAGE> 11
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock offered
by the selling stockholders pursuant to this Prospectus.
SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder, the
aggregate number of shares of common stock beneficially owned by each selling
stockholder as of the date of this Prospectus and the aggregate number of shares
of common stock registered by this Prospectus that each selling stockholder may
offer and sell pursuant to this Prospectus. Because the selling stockholders may
offer all or a portion of the shares offered under this Prospectus at any time
and from time to time after the date of this Prospectus, no estimate can be made
of the number of shares that each selling stockholder may retain upon completion
of this offering. However, if all of the shares offered under this Prospectus
are sold by the selling stockholders, then unless otherwise noted, after
completion of this offering, none of the selling stockholders will own more than
one percent of the shares of common stock outstanding. Of the 52,459,754 shares
offered by this Prospectus, 43,158,886 shares are issued and outstanding as of
the date of this Prospectus and 9,300,868 shares have been reserved for issuance
by our company to certain selling stockholders upon the conversion of
outstanding convertible promissory notes and upon the exercise of outstanding
warrants as set forth in the endnotes to the following table. To our knowledge,
none of the selling stockholders has had within the past three years any
material relationship with our company or any of its predecessors or affiliates
except as set forth in the endnotes to the following table.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY SHARES TO BE OFFERED
OWNED PRIOR TO FOR THE ACCOUNT OF
SELLING STOCKHOLDERS THE OFFERING(1) SELLING STOCKHOLDERS
-------------------- ------------------- --------------------
<S> <C> <C>
1997 Ray L. and Ellen M. O'Neal Irrevocable Trust for Don R.
O'Neal(2)................................................. 1,966,000 1,966,000
1997 Ray L. and Ellen M. O'Neal Irrevocable Trust for Linda
O. Moore(2)............................................... 1,966,000 1,966,000
Kenneth D. Acton(3)......................................... 5,965(4) 5,965(4)
Tiffany O. Alvarez(2)....................................... 104,347 104,347
Pamela K.M. Beall & John M. Beall, Tenants by the
Entireties(5)............................................. 46,365 46,365
Pamela K.M. Beall, Trustee Pamela K.M. Beall Trust dated
February 20, 1998(5)...................................... 46,365 46,365
Berrard Holdings Limited Partnership........................ 463,650 463,650
Robert V. Berthold, Jr.(6).................................. 22,581(4) 22,581(4)
Byron H. Black(6)........................................... 28,226(4) 28,226(4)
Bode-Finn Limited Partnership(7)............................ 1,090,800(8) 1,090,800(8)
Gary A. Bonds(9)............................................ 101,666 101,666
Cris V. Branden............................................. 185,460 185,460
Thomas H. Bruinooge(10)..................................... 37,092 37,092
Randy Burden(11)............................................ 41,108(12) 41,108(12)
C&E Rental and Service, Inc.(13)............................ 250,000(4) 250,000(4)
Charleigh R. Davis(14)...................................... 119,047(15) 119,047(15)
Dimeo Construction Company(16).............................. 200,000(17) 200,000(17)
Finally Limited Partnership................................. 463,650 463,650
GDJ, Jr. Investments Limited Partnership.................... 316,000 316,000
Gary L. Gabriel(18)......................................... 325,000(4) 325,000(4)
Gary L. Gabriel as Trustee of the Gary L. Gabriel Grantor
Retained Annuity Trust Theta(18).......................... 86,250(4) 86,250(4)
Troy L. Gabriel as Trustee of the Gary L. Gabriel Grantor
Retained Annuity Trust Alpha(18).......................... 250,000(4) 250,000(4)
H. Family Investments, Inc.(19)............................. 12,000,000 12,000,000
Richard L. Handley.......................................... 92,730 92,730
Kris E. Hansel(20).......................................... 37,092 37,092
Harris W. Hudson Limited Partnership(21).................... 463,650 463,650
Huizenga Investments Limited Partnership(22)................ 1,632,047 1,632,047
Kent E. Jackfert(6)......................................... 22,581(4) 22,581(4)
</TABLE>
10
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY SHARES TO BE OFFERED
OWNED PRIOR TO FOR THE ACCOUNT OF
SELLING STOCKHOLDERS THE OFFERING(1) SELLING STOCKHOLDERS
-------------------- ------------------- --------------------
<S> <C> <C>
Ronald L. Jackson(23)....................................... 50,000(17) 50,000(17)
Leslie R. Jackson, Trustee of the Leslie R. Jackson
Revocable Trust of 1993(23)............................... 5,000(17) 5,000(17)
J.R. Equipment Rental, Inc. d/b/a Howe Rental & Sales(24)... 471,500(25) 471,500(25)
Kady Investment Group....................................... 74,184 74,184
James E. Kelly and Virginia M. Kelly(26).................... 312,500(4) 312,500(4)
Kirk Holdings Limited Partnership(27)....................... 12,000,100 12,000,000
M. Steven Langman........................................... 37,092 37,092
James B. Lathrop(3)......................................... 69,534(4) 69,534(4)
Bill Lewis(28).............................................. 206,957 206,957
Gary Lewis(28).............................................. 285,067 285,067
Steven Lewis(28)............................................ 128,813 128,813
Tim Lewis(28)............................................... 206,990 206,990
Linda S. Moore(2)........................................... 323,632 323,632
Naples Rent -- All and Sales Company, Inc.(29).............. 125,000(4) 125,000(4)
Michael O'Bryan(3).......................................... 189,228(4) 189,228(4)
O'Neal Revocable Trust(2)................................... 436,889 436,889
Don R. O'Neal(2)............................................ 1,436,910 1,433,910
Elizabeth M. O'Neal(2)...................................... 621,392 621,392
Michael R. O'Neal(2)........................................ 104,347 104,347
Robert Orders(6)............................................ 11,290(4) 11,290(4)
Gene J. Ostrow(30).......................................... 1,000,000 1,000,000
Joseph W. Palladino......................................... 3,300 3,300
Joseph N. Palladino......................................... 3,300 3,300
Margaret S. Palladino....................................... 3,300 3,300
Joseph N. Palladino, Jr..................................... 3,300 3,300
Kenneth D. Petty and Ted L. Petty(31)....................... 376,762(32) 376,762(32)
Philip Vincent Petrocelli & Emilie Cohen Petrocelli (or
their successor(s)), Trustees, Emilie and Philip
Petrocelli, 1998 Family Trust dated February 18,
1998(33).................................................. 111,276 111,276
Guy R. Piccolo.............................................. 3,300 3,300
Sofia M. Piccolo............................................ 3,300 3,300
Ronald Piccolo & Maria Piccolo.............................. 3,300 3,300
Gregory R. Pierce(34)....................................... 35,348(17) 35,348(17)
Robert C. Pierce(34)........................................ 164,652(17) 164,652(17)
William M. Pierce........................................... 278,190 278,190
Placer Equipment Rentals, Inc.(35).......................... 216,666(36) 216,666(36)
Linda Raymond(3)............................................ 343,690(4) 343,690(4)
Oliver Raymond(3)........................................... 883,470(4) 883,470(4)
Raymond E. Mason Foundation(7).............................. 259,200(8) 259,200(8)
Reliable Rental and Supply Co., Inc.(37).................... 265,111(38) 265,111(38)
Revco Equipment Rentals, Inc.(39)........................... 112,500(4) 112,500(4)
Thomas Richardson as Trustee of the Gary L. Gabriel Grantor
Retained Annuity Trust Beta(18)........................... 250,000(4) 250,000(4)
Bryan T. Rich(40)........................................... 1,683,237(41) 1,683,237(41)
Bryan T. Rich & Judy A. Rich(40)............................ 1,400,000 1,400,000
Bryan T. Rich, Jr........................................... 25,000 25,000
Anthony J. Rich............................................. 25,000 25,000
Francis P. Rich, Jr., Trustee of the Francis P. Rich, Jr.
Revocable Trust of 1986(42)............................... 299,078(43) 299,078(43)
June A. Rich, Trustee of the June A. Rich Revocable Trust of
1986(42).................................................. 299,078(43) 299,078(43)
James T. Rich Family Associates, LLC(42).................... 41,642(44) 41,642(44)
Joyia E. Rich Family Associates, LLC(42).................... 41,642(44) 41,642(44)
River City Rentals(45)...................................... 1,147,572(46) 1,147,572(46)
Mary Sue Rozum(47).......................................... 1,938(4) 1,938(4)
John C. Scherer(48)......................................... 27,819 27,819
Joseph R. Scherzinger(49)................................... 125,899(50) 125,899(50)
Francis E. Scozio, Sr.(47).................................. 1,938(4) 1,938(4)
Sheffield Equipment Co., Inc.(51)........................... 109,536(52) 109,536(52)
Lynda Short(53)............................................. 152,970 152,970
Fred Silhanek(47)........................................... 55,412(4) 55,412(4)
Rose Silhanek(47)........................................... 65,712(4) 65,712(4)
Douglas M. Suliman(40)...................................... 789,084(54) 789,084(54)
Andrew W. Sweet............................................. 9,273 9,273
Andrew Teeter(6)............................................ 11,290(4) 11,290(4)
Donald P. Tewell(3)......................................... 8,112(4) 8,112(4)
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY SHARES TO BE OFFERED
OWNED PRIOR TO FOR THE ACCOUNT OF
SELLING STOCKHOLDERS THE OFFERING(1) SELLING STOCKHOLDERS
-------------------- ------------------- --------------------
<S> <C> <C>
William O. Tracy, III(6).................................... 45,161(4) 45,161(4)
Gary Tripp(11).............................................. 41,108(12) 41,108(12)
Fred W. Truman(6)........................................... 22,581(4) 22,581(4)
U-Rent It Company, Inc.(55)................................. 62,500 62,500
Frank Villella(53).......................................... 239,732 239,732
Thomas Villella(53)......................................... 116,037 116,037
Thomas J. Watts, Sr.(56).................................... 1,250,000(4) 1,250,000(4)
Weezor I Limited Partnership................................ 463,650 463,650
Robert M. Yager(57)......................................... 109,501(17) 109,501(17)
Samuel Yerrid(6)............................................ 11,290(4) 11,290(4)
</TABLE>
- ---------------
(1) As used in this Prospectus, beneficial ownership means the power to vote or
dispose of a security or the power to direct the voting or disposition of a
security.
(2) Held an ownership interest in Ray L. O'Neal, Inc. and Arenco, LLC prior to
our acquisition of these companies.
(3) Served as an officer and/or director of and/or held an equity interest in
Raymond Equipment Company Inc. prior to our acquisition of Raymond
Equipment.
(4) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $8.00 per share.
(5) Ms. Beall currently serves as our Vice President, Assistant Secretary and
Treasurer.
(6) Served as an officer and/or director of and/or held an equity interest in
Titan Rentals, Inc. prior to our acquisition of Titan. Mr. Tracy currently
serves as a Manager, District Operations of our company.
(7) Held an equity interest in Bode-Finn Limited Partnership prior to our
acquisition of Bode-Finn.
(8) Consists of shares of common stock issuable upon conversion of promissory
notes and upon exercise of warrants which are convertible or exercisable,
as the case may be, at $8.00 per share.
(9) Held an ownership interest in Advanced Construction Equipment, Inc. prior
to our acquisition of Advanced Construction.
(10) Mr. Bruinooge currently serves as a director of our company.
(11) Held an ownership interest in Southeast Rental and Leasing, Inc. prior to
our acquisition of Southeast Rental.
(12) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $8.21 per share.
(13) We have acquired all of the assets of C&E Rental and Service, Inc.
(14) Held an ownership interest in EP Company, Inc. (d/b/a AA Rent Village)
prior to our acquisition of EP Company.
(15) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $8.40 per share.
(16) We acquired all of the assets of Chapman Equipment Company, a division of
Dimeo Construction Company.
(17) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $10.00 per share.
(18) Served as an officer and/or director of and/or held an equity interest in
Sam's prior to our acquisition of Sam's. Gary L. Gabriel currently serves
as director of our company and provides certain consulting services to our
company. Troy L. Gabriel currently serves as a regional vice president,
business development of our company. Mr. Richardson currently serves as a
vice president, district operations of our company.
(19) H. Family Investments is one of our co-founders and is controlled by H.
Wayne Huizenga, Jr. who served as a director of our company until June
1998.
(20) Mr. Hansel currently serves as our Vice President and Controller.
(21) Harris W. Hudson Limited Partnership is a Nevada Limited partnership
controlled by Harris W. Hudson who currently serves as a director of our
company.
(22) Huizenga Investments Limited Partnership is a Nevada limited partnership
controlled by H. Wayne Huizenga who currently serves as a director of our
company.
(23) Served as an officer and/or director and/or held an equity interest in
Hudson Rental Center, Inc. prior to our acquisition of Hudson Rental
Center, Inc.
(24) We acquired all the assets of J.R. Equipment Rental, Inc. d/b/a Howe Rental
& Sales.
(25) Includes 61,500 shares of common stock issuable upon conversion of
promissory notes which are convertible at $10.00 per share.
(26) Served as an officer and/or director of and/or held an equity interest in
The J. Kelly Co., Inc. prior to our acquisition of J. Kelly.
(27) Kirk Holdings Limited Partnership, a Nevada Limited partnership, is
controlled by James L. Kirk, one of the co-founders of our company who
currently serves as our Chairman and Chief Executive Officer.
(28) Held ownership interests in Agstar, Inc. and Lightnin' Truck Rental, Inc.
prior to our acquisition of Agstar and Lightnin' Truck.
12
<PAGE> 14
(29) We have acquired all of the assets of Naples Rent-All and Sales Company,
Inc.
(30) Mr. Ostrow is one of the co-founders of our company and currently serves as
an Executive Vice President and Chief Financial Officer of our company.
(31) Held an ownership interest in Tennessee Tool and Supply, Inc. prior to our
acquisition of Tennessee Tool.
(32) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $8.23 per share.
(33) Mr. Petrocelli currently serves as an Executive Vice President of our
company.
(34) Served as an officer and/or director and/or held an equity interest in
Pierce & Associates, Inc. prior to our acquisition of Pierce & Associates,
Inc.
(35) We acquired all the assets of Placer Equipment Rentals, Inc.
(36) Includes 50,000 shares of common stock issuable upon conversion of
promissory notes which are convertible at $10.00 per share.
(37) We have acquired all of the assets of Reliable Rental and Supply Co., Inc.
(38) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $9.43 per share.
(39) We have acquired all of the assets of Revco Equipment Rentals, Inc.
(40) Mr. Rich and Mr. Suliman served as officers and held an ownership interest
in Logan Equipment Corporation prior to our acquisition of Logan. Mr. Rich
currently serves as a regional vice president of our company.
(41) Includes 540,337 shares of common stock issuable upon conversion of
promissory notes which are convertible at $12.50 per share.
(42) Served as an officer and/or director and/or held an equity interest in
Action Equipment Company, Inc. and Action Supply Co., Inc. prior to our
acquisition of the assets of Action Equipment Company, Inc. and Action
Supply Co., Inc.
(43) Includes 3,870 shares of common stock issuable upon conversion of
promissory notes which are convertible at $12.50 per share.
(44) Includes 1,290 shares of common stock issuable upon conversion of
promissory notes which are convertible at $12.50 per share.
(45) We have acquired all of the assets of River City Rentals.
(46) Includes 550,000 shares of common stock issuable upon conversion of
promissory notes which are convertible at $10.00 per share.
(47) Served as an officer and/or director of and/or held an equity interest in
A-Action Rental, Inc. prior to our acquisition of A-Action.
(48) Mr. Scherer currently serves as an officer of our company.
(49) Held an ownership interest in Prime Enterprises, Inc. d/b/a Total Equipment
Rental and Supply Co. prior to our acquisition of Prime Enterprises, Inc.
(50) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $8.34 per share.
(51) We have acquired all of the assets of Sheffield Equipment Co., Inc.
(52) Consists of shares of common stock issuable upon conversion of promissory
notes which are convertible at $7.76 per share.
(53) Held an ownership interest in Villella Holding Company prior to our
acquisition of Villella Holding.
(54) Includes 135,084 shares of common stock issuable upon conversion of
promissory notes which are convertible at $12.50 per share.
(55) We have acquired all of the assets of U-Rent-It Company, Inc.
(56) Served as an officer and director of and held all of the equity interests
in Associated Rental Equipment Management Company, Inc. prior to our
acquisition of Associated.
(57) Held an ownership interest in Acme Rental, Inc. prior to our acquisition of
the ownership interests of Acme Rental.
13
<PAGE> 15
PLAN OF DISTRIBUTION
The selling stockholders or pledgees may sell or distribute some or all of
the shares offered by this Prospectus from time to time through dealers or
brokers or other agents or directly to one or more purchasers, including
pledgees, in transactions (which may involve crosses and block transactions) on
the NYSE or other exchanges on which the common stock may be listed for trading,
in privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, or in brokerage transactions, or in a combination
of such transactions. Such transactions may be effected by the selling
stockholders at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices,
which may be changed. Brokers, dealers, or other agents participating in such
transactions as agent may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, or other agent
might be in excess of those customary in the type of transaction involved. This
Prospectus also may be used, with our consent, by donees of the selling
stockholders, or by other persons acquiring shares and who wish to offer and
sell such shares under circumstances requiring or making desirable its use. To
the extent required, we will file, during any period in which offers or sales
are being made, one or more supplements to this Prospectus to set forth the
names of donees of selling stockholders and any other material information with
respect to the plan of distribution not previously disclosed.
The selling stockholders and any such brokers, dealers or other agents that
participate in such distribution may be deemed to be "underwriters" within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by any such brokers, dealers or other agents might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither we nor
the selling stockholders can presently estimate the amount of such compensation.
We know of no existing arrangements between any selling stockholder and any
other selling stockholder, broker, dealer or other agent relating to the sale or
distribution of the shares offered by this Prospectus.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the shares offered by this Prospectus may
not simultaneously engage in market activities with respect to the common stock
for the applicable period under Regulation M prior to the commencement of such
distribution. In addition and without limiting the foregoing, the selling
stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without limitation Rule 10b-5
and Regulation M, which provisions may limit the timing of purchases and sales
of any of the shares by the selling stockholders. All of the foregoing may
affect the marketability of the common stock.
We will pay substantially all of the expenses incident to this offering of
the shares by the selling stockholders to the public other than commissions,
concessions and discounts of brokers, dealers or other agents. Each selling
stockholder may indemnify any broker, dealer, or other agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. We may agree to
indemnify the selling stockholders and any such statutory "underwriters" and
controlling persons of such "underwriters" against certain liabilities,
including certain liabilities under the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers.
14
<PAGE> 16
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
Our Certificate of Incorporation authorizes capital stock consisting of
5,000,000 shares of preferred stock, par value $0.01 per share, and 250,000,000
shares of common stock. As of August 31, 1999, we had 56,453,781 shares of
common stock and 100,000 shares of perpetual Series A Convertible Preferred
Stock outstanding. The following summary description of our capital stock is
qualified in its entirety by reference to our Certificate of Incorporation,
including the Certificate of Designation for the Series A Preferred Stock, the
Bylaws and the agreements governing such instruments, copies of which will be
filed as exhibits to the Registration Statement of which this Prospectus is a
part.
COMMON STOCK
The holders of the common stock are entitled to one vote for each share on
all matters voted on by stockholders, including elections of directors, and,
except as otherwise required by law or our Certificate of Incorporation, the
holders of such shares will possess all voting power. Our Certificate of
Incorporation will not provide for cumulative voting in the election of
directors. Subject to any preferential rights of any outstanding series of
preferred stock created by the Board of Directors from time to time, the holders
of the common stock will be entitled to such dividends as may be declared from
time to time by the Board of Directors from funds available therefor, and upon
liquidation will be entitled to receive pro rata all assets of our company
available for distribution to such holders. See "Dividend Policy."
PREFERRED STOCK
General
Our Certificate of Incorporation authorizes the Board of Directors to
establish one or more series of preferred stock and to determine, with respect
to any series of preferred stock, the terms and rights of such series, including
(1) the designation of the series, (2) the number of shares of the series, which
number the Board of Directors may (except where otherwise provided in the
applicable certificate of designation) increase or decrease (but not below the
number of shares of preferred stock then outstanding), (3) whether dividends, if
any, will be cumulative or noncumulative, and, in the case of shares of any
series having cumulative dividend rights, the date or dates or method of
determining the date or dates from which dividends on the shares of such series
shall be cumulative, (4) the rate of any dividends (or method of determining
such dividends) payable to the holders of the shares of such series, any
conditions upon which such dividends will be paid and the date or dates or the
method for determining the date or dates upon which such dividends will be
payable, (5) the redemption rights and price or prices, if any, for shares of
the series, (6) the amount, terms, conditions and manner of operation of any
purchase, retirement or sinking fund to be provided for the shares of the
series, (7) the rights and the preferences, if any, of shares of the series in
the event of any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of our company, (8) whether the shares of the series will be
convertible or exchangeable into shares of any other class or series, prices or
rates of conversion or exchange and all other terms and conditions upon which
such conversion or exchange may be made, (9) restrictions on the issuance of
shares of the same series or of any other class or series, (10) the voting
rights, if any, of the holders of the shares of the series and (11) any other
relative rights, preferences and limitations of such series.
15
<PAGE> 17
We believe that the ability of the Board of Directors to issue one or more
series of preferred stock provides us with flexibility in structuring possible
future financings and acquisitions, and in meeting other corporate needs which
might arise. The authorized shares of preferred stock, as well as shares of
common stock, will be available for issuance without further action by our
stockholders, unless such action is required by applicable law or the rules of
any stock exchange or automated quotation system on which our securities may be
listed or traded. Subject to certain exceptions, the NYSE currently requires
stockholder approval as a prerequisite to listing shares in several instances,
including where the present or potential issuance of shares could result in an
increase in the number of shares of common stock or voting securities
outstanding by at least 20%. If the approval of our stockholders is not required
for the issuance of shares of preferred stock or common stock, the Board of
Directors may determine not to seek stockholder approval.
The Board of Directors could issue a series of preferred stock that could,
depending on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt. The Board of Directors will make any
determination to issue such shares based on its judgment as to the best
interests of our company and its stockholders. The Board, in so acting, could
issue preferred stock having terms that could discourage an acquisition attempt
through which an acquirer may be able to change the composition of the Board of
Directors, including a tender offer or other transaction that some, or a
majority, of our stockholders might believe to be in their best interests or in
which stockholders might receive a premium for their stock over the then current
market price of such stock.
Series A Preferred Stock
In July 1999, the Board of Directors authorized 100,000 shares of perpetual
Series A Convertible Preferred Stock through adoption of the Certificate of
Designation. The Certificate of Designation was amended in August 1999 following
approval of our stockholders.
In accordance with our Certificate of Designation, with respect to
distributions upon the liquidation, winding-up and dissolution of our company,
our Series A Preferred Stock ranks (1) senior to all classes of our common
stock, and each class of capital stock or series of preferred stock established
after July 20, 1999, which do not expressly provide that such class or series
ranks senior to or on parity with the Series A Preferred Stock, (2) on a parity
with any additional shares of Series A Preferred Stock issued in the future and
any other class of capital stock or series of preferred stock established after
July 20, 1999 which expressly provide that such class or series will rank on a
parity with the preferred stock and (3) junior to each class of capital stock or
series of preferred stock established after July 20, 1999 which expressly
provide that such class or series will rank senior to the Series A Preferred
Stock. Each holder of Series A Preferred Stock is entitled to a liquidation
preference of $1,000 per share of Series A Preferred Stock plus any accrued and
unpaid dividends.
The Series A Preferred Stock has no stated dividend. However, in the event
that we declare or pay any dividends or other distributions upon our common
stock other than dividends paid in shares of common stock, we must also declare
and pay to the holders of the Series A Preferred Stock the dividends or
distributions which would have been declared and paid with respect to the common
stock issuable upon conversion of the Series A Preferred Stock. Subject to
possible adjustment, each share of Series A Preferred Stock is convertible into
142.857 shares of common stock (representing a conversion price of $7.00 per
share of common stock based on the liquidation preference of $1,000 per share of
Series A Preferred Stock).
16
<PAGE> 18
We have no obligation to redeem or repurchase the Series A Preferred Stock,
other than upon a change in control of our company, as set forth in the
Certificate of Designation. A change in control occurs when either (1) a person
or group becomes the beneficial holder of more than 50% of our total voting
stock or (2) there is a merger or a sale or other disposition of all or
substantially all of our assets where the holders of our voting stock do not own
more than 50% of the voting power of the voting stock of the entity surviving
the transaction, or to which the assets were transferred. In the event of a
change in control that is not in connection with an acquisition that is
accounted for under the "pooling-of-interests" method of generally accepted
accounting principles, we must offer to purchase all of the then outstanding
shares of Series A Preferred Stock at a purchase price per share equal to the
liquidation preference of the Series A Preferred Stock plus an amount equal to
8.00% of the liquidation preference, compounded annually from the date the
preferred stock was issued. In the event of a change in control that is an
acquisition that is accounted for under the "pooling-of-interests" method, then
all of the then outstanding Series A Preferred Stock will be automatically
converted into our common stock having a market value equal to 110% of the price
set forth in the prior sentence.
In the event of a change in control that is not an acquisition accounted
for as a pooling-of-interests and is not approved or recommended by the Board of
Directors, then we have the option, not the obligation, to offer to purchase all
of the then outstanding shares of Series A Preferred Stock. If we elect not to
offer to purchase these shares, then the holders of the Series A Preferred Stock
have increased conversion rights or increased liquidation preferences and
dividend rights if they elect not to convert their preferred stock. Our option
not to offer to purchase the shares of Series A Preferred Stock, as set forth
above, provides us with additional flexibility upon a change in control that is
not approved by our Board of Directors but may have an anti-takeover effect.
At any time after the first anniversary of the issuance of the Series A
Preferred Stock, we may, at our election, redeem, in whole but not in part, the
shares of then outstanding Series A Preferred Stock at a purchase price in cash
per share equal to $14.00 compounded annually at the rate of 20% per annum for
the period from the first anniversary of the issuance of the Series A Preferred
Stock up to and including the date of redemption.
The holders of Series A Preferred Stock are entitled to vote together with
the holders of the common stock on all matters submitted to our stockholders for
a vote except where holders of Series A Preferred Stock are entitled to vote
separately as a class as set forth in the Certificate of Designation and except
as otherwise required by applicable law. Each share of Series A Preferred Stock
is entitled to one vote for each share of common stock issuable upon conversion
of such share of Series A Preferred Stock. The holders of the Series A Preferred
Stock, voting separately as a single class, may elect (1) two members of our
Board of Directors if Investcorp S.A. and its affiliates have voting or
dispositive power with respect to at least 66,666 shares of Series A Preferred
Stock, or (2) one member of our Board of Directors if Investcorp S.A. and its
affiliates have voting or dispositive power with respect to at least 33,333
shares of Series A Preferred Stock (but less than 66,666 shares of Series A
Preferred Stock).
Provided the holders of Series A Preferred Stock are entitled to elect as a
class at least one member of our Board of Directors, then the holders of Series
A Preferred Stock shall have preemptive rights to purchase or subscribe to
purchase any of our capital stock, or any obligation or security convertible or
exchangeable into or evidencing the right to purchase any capital stock, which
we may offer from time to time for cash in a public offering or private
placement, subject to certain limitations.
17
<PAGE> 19
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for our
company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain attorneys
at Akerman, Senterfitt & Eidson, P.A. currently own shares of common stock.
EXPERTS
The financial statements of our company, Gabriel Trailer Manufacturing
Company, Inc., The Bode-Finn Company, RFL Enterprises, Inc., Naples Rent-All &
Sales Company, Inc., Raymond Equipment Company, Inc., The Florida Panhandle and
Southeast Texas Divisions of General Rental, Inc., Associated Rental Equipment
Management Company, Inc., Revco Equipment Rentals, Inc., High Reach Company,
Inc. and High Reach Leasing Company, Reliable Rental & Supply Co., Inc., Ray L.
O'Neal, Inc. and Arenco, LLC, and Action Equipment Company, Inc. and Action
Supply Co., Inc., incorporated by reference in this Registration Statement and
the Schedule of our company incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The financial statements of Logan Equipment Corporation as of December 31,
1997 and for the year then ended, incorporated by reference in this Registration
Statement, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report appearing therein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
18
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses and costs payable by the Company
(other than underwriting discounts and commissions) expected to be incurred in
connection with the issuance and distribution of the securities described in
this Registration Statement. All amounts are estimated except for the SEC
registration fee.
<TABLE>
<CAPTION>
AMOUNT
----------
<S> <C>
Registration fee under Securities Act....................... $ 2,142.00+
Legal fees and expenses..................................... 10,000.00*
Accounting fees and expenses................................ 10,000.00*
Printing and engraving expenses............................. 7,000.00*
Miscellaneous expenses...................................... 3,000.00*
----------
Total............................................. $32,142.00*
==========
</TABLE>
--------------------
+ Does not include registration fees of $26,123.39 and $124,245.83 already
paid for an aggregate of 51,529,357 shares of common stock previously
registered and carried forward to be included in this Registration
Statement pursuant to Rule 429 under the Securities Act.
* estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation, as amended (the "Certificate") provides
that the Company shall indemnify to the fullest extent permitted by Section 145
of the Delaware General Corporation Law (the "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 Bylaws provides
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), 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.
II-1
<PAGE> 21
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.
The Company intends to obtain primary and excess insurance policies
insuring the directors and officers of the Company and its subsidiaries against
certain liabilities they may incur in their capacity as directors and officers.
Under such policies, the insurer, on behalf of the Company, may also pay amounts
for which the Company has granted indemnification to the directors or officers.
Additionally, reference is made to the Company's Underwriting Agreement
from its initial public offering, which provides for indemnification by the
Underwriters of the Company, its directors and officers who sign the
Registration Statement and persons who control the Company, under certain
circumstances.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as exhibits to this registration
statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
2.1 -- Agreement and Plan of Merger, dated as of January 20, 1999,
between the Company and Rental Service Corporation.(5)
2.2 -- Stock Option Agreement, dated as of January 20, 1999,
between the Company and Rental Service Corporation.(5)
2.3 -- Stock Option Agreement, dated as of January 20, 1999,
between Rental Service Corporation and the Company.(5)
2.4 -- Voting Agreement, dated as of January 20, 1999, between Kirk
Holdings Limited Partnership, H. Family investments, Inc.
and Huizenga Investments Limited Partnership, as
shareholders, and Rental Service Corporation.(5)
2.5 -- Termination and Release Agreement, dated May 20, 1999,
between the Company and Rental Service Corporation.(6)
2.6 -- Stock Option Termination Agreement dated May 20, 1999,
between the Company and Rental Service Corporation.(6)
3.1 -- Amended and Restated Certificate of Incorporation of the
Company.(2)
3.2 -- Amended and Restated By-Laws of the Company.(1)
3.3 -- Certificate of Designation for Series A Convertible
Preferred Stock.(7)
3.4+ -- Certificate of Amendment to Certificate of Designation for
Series A Convertible Preferred Stock.
4.1 -- Unregistered 10 3/8% Global Senior Subordinated Notes due
2008.(4)
4.2 -- Registered 10 3/8% Senior Subordinated Notes due 2008.(4)
4.3 -- Senior Subordinated Guarantee dated December 11, 1998, of
the guarantors.(4)
4.4 -- Indenture, dated December 11, 1998, by and among Company,
the Guarantors and The Bank of New York.(4)
4.5 -- Registration Rights Agreement, dated December 11, 1998, by
and among the Company, the Guarantors and the Initial
Purchasers as defined therein.(4)
</TABLE>
II-2
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
4.6 -- Fourth Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of July 20, 1999, by and among the
Company, its subsidiaries, BankBoston N.A., as
administrative agent, Bankers Trust Company, as syndication
agent, BancBoston Robertson Stevens Inc. and Deutsche Bank
Securities Inc., as coarrangers, and the other lending
institutions named therein.(7)
4.7 -- Amended and Restated Security Agreement, dated as of July
20, 1999, between the Company, its subsidiaries and
BankBoston, N.A.(7)
4.8 -- Amended and Restated Stock Pledge Agreement, dated as of
July 20, 1999, between the Company, NRGP, Inc. and
BankBoston, N.A.(7)
5.1+ -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Stock Purchase Agreement, dated August 15, 1997, by and
among the Company, Sam's and the shareholders of Sam's,
together with Amendment nos.1-6.(1)
10.2 -- Form of Unsecured Subordinated Promissory Notes-Sam's.(1)
10.3 -- Form of Unsecured Convertible Promissory Notes-Sam's.(1)
10.4 -- Form of Unsecured Contingent Convertible Subordinated
Promissory Notes-Sam's(1)
10.5 -- Agreement, dated September 22, 1997, between the Company and
Gary L. Gabriel.(1)
10.6 -- Asset Purchase Agreement, dated December 8, 1997, by and
among NationsRent of Ohio, Inc., R&R Rental, Inc. ("R&R) and
the sole shareholder of R&R, together with an Amendment
dated December 10, 1997.(1)
10.7 -- Form of Unsecured Subordinated Promissory Note-R&R.(1)
10.8 -- Asset Purchase Agreement, dated December 8, 1997, as
amended, among NationsRent of Indiana, Inc. and C&E Rental
and Service, Inc. ("C&E"), together with an Amendment dated
December 23, 1997.(1)
10.9 -- Form of Unsecured Convertible Subordinated Promissory Note
C&E.(1)
10.10 -- Stock Purchase Agreement, dated December 20, 1997, as
amended, among NationsRent of West Virginia, Inc., Titan,
together with an Amendment dated December 31, 1997.(1)
10.11 -- Form of Unsecured Convertible Subordinated Promissory Note
-Titan.(1)
10.12 -- Stock Purchase Agreement, dated March 24, 1998, among the
Company, Bode-Finn Limited Partnership ("Bode- Finn") and
the shareholders of Bode-Finn, together with Amendment No.
1, dated April 6, 1998, and Amendment No. 2, dated April 17,
1998.(1)
10.13 -- Form of Unsecured Convertible Subordinated Promissory
Notes-Bode-Finn.(1)
10.14 -- Form of Warrant-Bode-Finn.(1)
10.15 -- Registration Rights Agreement, dated May 5, 1998, among the
Company, Bode-Finn, and Raymond E. Mason Foundation.(1)
10.16 -- Asset Purchase Agreement, dated March 25, 1998, among
NationsRent of Indiana, Inc., RFL, Enterprises, Inc. and the
sole shareholder of RFL Enterprises, Inc. ("RFL").(1)
10.17 -- Asset Purchase Agreement, dated April 21, 1998, among
NationsRent of Florida, Inc. and Naples Rent-All and Sales
Company, Inc. ("Naples").(1)
10.18 -- Form of Unsecured Convertible Subordinated Promissory
Note-Naples.(1)
10.19 -- Stock Purchase Agreement, dated May 7, 1998, among the
Company, Raymond Equipment Co. ("Raymond Equipment") and the
shareholders of Raymond Equipment.(1)
10.20 -- Form of Unsecured Subordinated Promissory Notes-Raymond
Equipment.(1)
10.21 -- Form of Unsecured Convertible Subordinated Promissory
Notes-Raymond Equipment.(1)
</TABLE>
II-3
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.22 -- Asset Purchase Agreement, dated May 14, 1998, among the
Company and General Rental, Inc.(1)
10.23 -- Stock Purchase Agreement, dated May 30, 1998, among the
Company, J. Kelly Co., Inc. ("J. Kelly") and the
shareholders of J. Kelly.(1)
10.24 -- Form of Unsecured convertible Subordinated Promissory
Note-J. Kelly.(1)
10.25 -- Form of Registration Rights Agreement among the Company and
the shareholders of J. Kelly.(1)
10.26 -- Asset Purchase Agreement, dated June 7, 1998, among the
Company, Associated Rental Equipment Management Company,
Inc. ("Associated") and the sole shareholder of
Associated.(1)
10.27 -- Form of Unsecured Convertible Subordinated Promissory
Note-Associated.(1)
10.28 -- Form of Registration Rights Agreement-Associated.(1)
10.29 -- Form of Subscription Agreement, dated May 1998, between the
Company and certain subscribers.(1)
10.30 -- NationsRent Amended and Restated 1998 Stock Option Plan.(7)
10.31 -- Form of Stock Option Agreement.(1)
10.32 -- Amended and Restated Purchase Agreement, dated as of
September 9, 1998, by and among NationsRent, Inc., Ray L.
O'Neal, Inc., Arenco, L.L.C., Don R. O'Neal, Elizabeth M.
O'Neal and the O'Neal Revocable Trust dated December 29,
1987.(3)
10.33 -- Unsecured Convertible Subordinated Promissory Note, dated as
of October 23, 1998, from the Company to Ray L. O'Neal,
Inc.(3)
10.34 -- Preferred Stock Purchase Agreement, dated July 20, 1999, by
and among the Company, NR Holdings Limited and NR
Investments Limited.(7)
10.35 -- Registration Rights Agreement, dated as of July 20, 1999, by
and between the Company, NR Holdings Limited, NR Investments
Limited, James L. Kirk and H. Wayne Huizenga.(7)
21.1+ -- Subsidiaries of the Company
23.1+ -- Consent of Arthur Andersen LLP
23.2+ -- Consent of Ernst & Young LLP
23.3+ -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above)
24.1+ -- Powers of Attorney (included on signature page)
</TABLE>
- ---------------
+ Filed with this Registration Statement.
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended, Commission File No. 333-56233.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1998.
(3) Incorporated by reference to the Company's Current Report on Form 8-K filed
on November 9, 1998.
(4) Incorporated by reference to the Company's Registration Statement on Form
S-4, Commission File No. 333-69691.
(5) Incorporated by reference to the Company's Current Report on Form 8-K filed
on April 8, 1999.
(6) Incorporated by reference to the Company's Current Report on Form 8-K filed
on May 21, 1999.
(7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1999.
II-4
<PAGE> 24
(b) Financial Statement Schedule. The following financial statement
schedule is filed on page F-27 herewith:
Financial Statement Schedule II, Valuation and Qualifying Accounts and
Reserves, for the Periods Ended December 31, 1998 and 1997.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value
of the securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new
II-5
<PAGE> 25
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 SEC 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.
II-6
<PAGE> 26
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-3 and 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 October 7,
1999.
NATIONSRENT, INC.
By: /s/ JAMES L. KIRK
------------------------------------
James L. Kirk
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gene J. Ostrow and Kris E. Hansel 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES L. KIRK Chairman of the Board and October 7, 1999
- --------------------------------------------------- Chief Executive Officer
James L. Kirk (principal executive
officer)
/s/ GENE J. OSTROW Executive Vice President and October 7, 1999
- --------------------------------------------------- Chief Financial Officer
Gene J. Ostrow (principal financial
officer)
/s/ KRIS E. HANSEL Vice President and October 7, 1999
- --------------------------------------------------- Controller (principal
Kris E. Hansel accounting officer)
/s/ THOMAS H. BRUINOOGE Director October 7, 1999
- ---------------------------------------------------
Thomas H. Bruinooge
/s/ GARY L. GABRIEL Director October 7, 1999
- ---------------------------------------------------
Gary L. Gabriel
/s/ H. WAYNE HUIZENGA Director October 7, 1999
- ---------------------------------------------------
H. Wayne Huizenga
/s/ HARRIS W. HUDSON Director October 7, 1999
- ---------------------------------------------------
Harris W. Hudson
</TABLE>
II-7
<PAGE> 27
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ IVAN W. GORR Director October 7, 1999
- ---------------------------------------------------
Ivan W. Gorr
/s/ CHRISTOPHER J. O'BRIEN Director October 7, 1999
- ---------------------------------------------------
Christopher J. O'Brien
/s/ CHARLES J. PHILIPPIN Director October 7, 1999
- ---------------------------------------------------
Charles J. Philippin
</TABLE>
II-8
<PAGE> 1
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION
OF
CONVERTIBLE PREFERRED STOCK, SERIES A
OF
NATIONSRENT, INC.
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
NationsRent, Inc., a Delaware corporation (the "Company"), hereby
certifies that pursuant to the authority contained in its Amended and Restated
Certificate of Incorporation, and in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware, the Board of
Directors of the Company on August 6, 1999, duly approved and adopted the
following amendments to the Certificate of Designation filed by the Company
with the Delaware Secretary of State on July 20, 1999 (the "Certificate of
Designation"), which amendments were approved by the stockholders of the
Company on August 31, 1999:
Section 2 of the Certificate of Designation entitled "Participating
Dividends" is hereby amended and restated in its entirety as follows:
2. Dividends.
(i) In the event that the Company declares, makes or pays any
dividends or other distributions upon the Common Stock (whether
payable in cash, securities, rights or other property) other than
dividends and distributions referred to in paragraph 3(vi), the
Company shall also declare and pay to the holders of the Preferred
Stock, in addition to any dividends payable to them pursuant to the
other provisions of this paragraph 2, at the same time that it
declares and pays such dividends or other distributions to the holders
of the Common Stock (and with the same record date), the dividends or
distributions which would have been declared and paid with respect to
the Common Stock issuable upon conversion of the Preferred Stock had
all of the outstanding Preferred Stock been converted immediately
prior to the record date for such dividend or distribution, or if no
record date is fixed, the date as of which the record holders of
Common Stock entitled to such dividends or distributions are
determined.
(ii) From and after the date on which the provisions of this
paragraph become applicable pursuant to paragraph 5(iii), if any (the
"Dividend
<PAGE> 2
Commencement Date"), the holders of shares of Preferred Stock shall be
entitled to receive on each Dividend Payment Date thereafter in
respect of the Dividend Period ending on such Dividend Payment Date
(but excluding such Dividend Payment Date), cumulative dividends
payable in cash at a rate per annum equal to 8% of the Liquidation
Preference of each share of the then outstanding Preferred Stock. If
dividends on the Preferred Stock are in arrears and unpaid for a
period of 60 days or more, then an additional amount of dividends
shall accrue at a rate per annum equal to 2% of the Liquidation
Preference of each share of then outstanding Preferred Stock (the
"Default Rate") from 60 days after the first Dividend Payment Date on
which dividends were not paid in full until such time as all dividends
in arrears have been paid in full, such additional dividends to be
cumulative and payable in cash. Dividends shall be fully cumulative
and shall accumulate and accrue on a daily basis (computed on the
basis of a 360-day year of twelve 30-day months) and compound annually
at the rate indicated above (the "Dividend Rate") and in the manner
set forth herein, whether or not they have been declared and whether
or not there are profits, surplus or other funds of the Company
legally available for the payment of dividends.
(iii) From and after the Dividend Commencement Date, so long
as any shares of Preferred Stock are outstanding, the Company shall
not pay or set apart for payment any full dividend on any of the
Parity Securities or any dividend on any of the Junior Securities
(other than dividends in Parity Securities to the holders of Parity
Securities or dividends in Junior Securities to the holders of Junior
Securities), or make any payment on account of, or set apart for
payment money for a sinking or other similar fund for, the purchase,
redemption or other retirement of any of the Parity Securities or any
of the Junior Securities or any warrants, rights, calls or options
exercisable for or convertible into any of the Parity Securities or
any of the Junior Securities, and shall not permit any Person directly
or indirectly controlled by the Company to purchase or redeem any of
the Parity Securities or any of the Junior Securities or any such
warrants, rights, calls or options, unless the Accrued Dividends on
the Preferred Stock for all Dividend Periods ended on or prior to the
date of such payment in respect of Parity Securities or Junior
Securities have been or contemporaneously are paid in full.
(iv) If the Company desires to make a partial dividend
payment with respect to any Parity Securities at a time when any
Accrued Dividends on the Preferred Stock have not been paid, it may do
so as long as dividends upon shares of the Preferred Stock and upon
such Parity Securities are paid pro rata so that the amount of
dividends paid per share on the Preferred Stock and such Parity
Securities shall in all cases bear to each other the same ratio that
the Accrued Dividends per share on the Preferred Stock and the accrued
dividends on such Parity Securities bear to each other.
2
<PAGE> 3
Subsections (i) and (ii) of Section 3 of the Certificate of
Designation entitled "Conversion Rights" are hereby amended and restated in
their entirety as follows:
3. Conversion Rights.
(i) A holder of shares of Preferred Stock may convert such
shares into Common Stock at any time, unless previously redeemed, at
the option of the holder thereof. In the event of a Change in Control
that is not an acquisition which is accounted for under the
"pooling-of-interests" method of generally accepted accounting
principles, shares of Preferred Stock may be converted at any time
whether before or after the effective time of the Change in Control,
but not after the time that the holder of shares has accepted a
redemption offer by the Company pursuant to paragraph 5. In the case
of a Change in Control that is an acquisition which is accounted for
under the "pooling-of-interests" method of generally accepted
accounting principles, such shares may be converted at any time up to
the effective time of the Change in Control. In the case of a
redemption of shares of Preferred Stock pursuant to paragraph 6, such
shares may be converted at any time up to the time of redemption.
Except as set forth in paragraph 5(iii) and in the next sentence, for
the purposes of conversion, each share of Preferred Stock shall be
valued at the Liquidation Preference which shall be divided by the
Conversion Price in effect on the Conversion Date to determine the
number of shares issuable upon conversion. If a holder of shares of
Preferred Stock gives written notice (a "Dividend Conversion Notice")
to the Company at least two Business Days but not more than 60 days
prior to giving a notice of conversion pursuant to paragraph 3(ii)(B)
that it will be electing to convert a specified number of shares of
Preferred Stock and that it elects to have any Accrued Dividends
thereon that are payable prior to the Conversion Date but remain
unpaid as of the Conversion Date converted into Common Stock on the
Conversion Date (thereby affording the Company the opportunity to pay
such Accrued Dividends in cash prior to the Conversion Date so that
they will not be converted into Common Stock), then for the purposes
of conversion, each share of Preferred Stock shall be valued at the
Liquidation Preference plus the amount of Accrued Dividends thereon
that are payable prior to the Conversion Date but remain unpaid as of
the Conversion Date, if any, which shall be divided by the Conversion
Price in effect on the Conversion Date to determine the number of
shares issuable upon conversion. Immediately following any such
conversion, the rights of the holders of converted Preferred Stock
shall cease and the persons entitled to receive the Common Stock upon
the conversion of Preferred Stock shall be treated for all purposes as
having become the owners of such Common Stock.
(ii) To convert Preferred Stock, a holder must (A) surrender
the certificate or certificates evidencing the shares of Preferred
Stock to be converted, duly endorsed in a form satisfactory to the
Company, at the office of the Company or transfer agent for the
Preferred Stock, (B) notify the Company at such office that he
3
<PAGE> 4
elects to convert Preferred Stock and the number of shares he wishes to
convert, (C) state in writing the name or names in which he wishes the
certificate or certificates for shares of Common Stock to be issued,
and (D) pay any transfer or similar tax if required by clause (iv)
below. In the event that a holder fails to notify the Company of the
number of shares of Preferred Stock which he wishes to convert, he
shall be deemed to have elected to convert all shares represented by
the certificate or certificates surrendered for conversion. The date
on which the holder satisfies all those requirements is the
"Conversion Date." As soon as practical following the Conversion Date,
the Company shall deliver a certificate representing the number of
full shares of Common Stock issuable upon the conversion, and a new
certificate representing the unconverted portion, if any, of the
shares of Preferred Stock represented by the certificate or
certificates surrendered for conversion. The person in whose name the
Common Stock certificate is registered shall be treated as the
stockholder of record on and after the Conversion Date. Except as
expressly set forth in paragraph 3(i) or in the following provisions
of this paragraph 3(ii), no adjustment will be made for accrued and
unpaid dividends on shares of Preferred Stock which have been
converted. The holder of record of a share of Preferred Stock at the
close of business on a record date with respect to the payment of
dividends on the Preferred Stock in accordance with paragraph 2(i)
hereof will be entitled to receive such dividends with respect to such
share of Preferred Stock on the corresponding dividend payment date,
notwithstanding the conversion of such share after such record date
and prior to such dividend payment date. Accrued Dividends under
paragraph 2(ii) with respect to the Dividend Period in which
conversion of shares of Preferred Stock occurs, and all other Accrued
Dividends under paragraph 2(ii) that are not converted into Common
Stock on the Conversion Date pursuant to a Dividend Conversion Notice,
shall be paid by the Company in cash within five Business Days after
the Conversion Date. If a holder of Preferred Stock converts more than
one share at a time, the number of full shares of Common Stock
issuable upon conversion shall be based on the total Liquidation
Preference of all shares of Preferred Stock converted.
Section 4 of the Certificate of Designation entitled "Liquidation
Preference" is hereby amended and restated in its entirety as follows:
4. Liquidation Preference. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, each holder of
shares of the Preferred Stock will be entitled to payment out of the
assets of the Company available for distribution of an amount equal to
the Liquidation Preference per share of Preferred Stock held by such
holder, plus Accrued Dividends, if any, to the date fixed for
liquidation, dissolution or winding-up, before any distribution is
made on any Junior Securities, including, without limitation, Common
Stock of the Company. After payment in full of the Liquidation
Preference and all Accrued Dividends, if any, to which holders of
Preferred Stock are entitled, such holders will not be entitled
4
<PAGE> 5
to any further participation in any distribution of assets of the
Company. If, upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, the amounts payable with
respect to the Preferred Stock and all other Parity Securities are not
paid in full, the holders of the Preferred Stock and the Parity
Securities will share equally and ratably in any distribution of
assets of the Company in proportion to the full liquidation preference
and accrued dividends, if any, to which each is entitled. However,
neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Company nor the
consolidation or merger of the Company with or into one or more
Persons will be deemed to be a voluntary or involuntary liquidation,
dissolution or winding-up of the Company, unless such sale,
conveyance, exchange or transfer shall be in connection with a
liquidation, dissolution or winding-up of the business of the Company.
Section 5 of the Certificate of Designation entitled "Redemptions upon
a Change in Control" is hereby amended and restated in its entirety as follows:
5. Change in Control Provisions.
(i) If a Change in Control has occurred or the Company enters
into a binding agreement to effect a Change in Control, the Company
shall give prompt written notice of such Change in Control (or a
proposed Change in Control) describing in reasonable detail the
material terms and date or anticipated date of consummation thereof to
each holder of Preferred Stock, and the Company shall give each holder
of Preferred Stock prompt written notice of any material change in the
terms or timing of such transaction.
(ii) In the case of an actual or proposed Change in Control
that is not an acquisition which is accounted for under the
"pooling-of-interests" method of generally accepted accounting
principles and that has been approved or publicly recommended by the
Board of Directors of the Company, the Company shall be obligated, by
notice given at any time before the effective date of such Change in
Control or not more than 10 Business Days after the effective date of
such Change in Control, to offer to purchase within 20 Business Days
after the Change in Control all of the then outstanding Preferred
Stock tendered under this paragraph at a purchase price in cash per
share equal to the Liquidation Preference thereof plus an amount equal
to 8% of the Liquidation Preference, compounded annually from the
Preferred Stock Issue Date to the purchase date, plus Accrued
Dividends, if any, to the date of redemption (the "Call Price");
provided, however, that in the case of a merger or consolidation where
the Company is not the surviving corporation or a sale or other
disposition of substantially all of the Company's assets, such notice
shall be given at least 10 Business Days before the effective date of
such Change in Control and such offer shall be to purchase
concurrently with the effectiveness of such
5
<PAGE> 6
Change in Control. The Company shall in its Change in Control
redemption offer afford to the holders of Preferred Stock at least
five Business Days after the mailing or delivery of the Change in
Control redemption offer in which to accept such redemption offer by
written notice to the Company; the failure by any holder to accept
such redemption offer within such time period shall be deemed a
rejection of such redemption offer.
(iii) In the case of a Change in Control that is not an
acquisition which is accounted for under the "pooling-of-interests"
method of generally accepted accounting principles and that has not
been approved or publicly recommended by the Board of Directors of the
Company, the Company may, at its option, make a redemption offer
(which may be contingent upon consummation of such Change in Control)
to the holders of the Preferred Stock in accordance with paragraph
5(ii), in which case all provisions of paragraph 5(ii) shall be
applicable except that if the Change in Control results from a tender
offer, the Company shall give written notice of such redemption offer
at least two Business Days prior to the expiration of the tender
offer, provided that if the tender offer is subsequently extended, any
such notice given previously shall be deemed to be rescinded and the
Company shall have until two Business Days prior to the new expiration
date of the tender offer to give notice of a redemption offer. If the
Company does not give written notice of such redemption offer by the
date required by this paragraph 5(iii) or by paragraph 5(ii), as
applicable (the "Notice Deadline"), then (A) commencing on the day
after the Notice Deadline, and ending upon effectiveness of such
Change in Control if it results from a tender offer or on the 20th
Business Day after the holder receives written notice from the Company
of the occurrence of such Change in Control if it does not result from
a tender offer, each holder of shares of Preferred Stock shall have
the right to convert each such share into a number of shares of Common
Stock equal to 110% of the Call Price per share of Preferred Stock
divided, in the case of a Change in Control resulting from a tender
offer, by the current market price per share of Common Stock as of the
expiration of the tender offer (determined as provided below), or, in
the case of a Change in Control not resulting from a tender offer, by
the current market price per share of Common Stock as of the effective
time of the Change in Control (determined a provided below), and (B)
immediately following the effective time of the Change in Control, the
Liquidation Preference of all shares of Preferred Stock that were not
converted at or prior to the effective time of the Change in Control
shall automatically increase to an amount equal to 110% of the Call
Price and the provisions of paragraph 2(ii) entitling the holders of
Preferred Stock to receive dividends thereafter at the rate of 8% per
annum shall automatically become applicable with respect to such
shares. For purposes of this paragraph 5(iii), the current market
price per share of a security on any day shall be deemed to be the
closing price of such security on the principal securities exchange or
association or other market on which it is then traded on the Trading
Day preceding the day in question. Any conversion of shares of
Preferred Stock pursuant
6
<PAGE> 7
to the rights set forth in this paragraph 5(iii) shall be made in
accordance with the provisions of paragraph 3, except the provisions
of paragraph 3(i) specifying the number of shares of Common Stock into
which the shares of Preferred Stock are to be converted. The rights of
a holder of shares of Preferred Stock under this paragraph 5(iii)
shall not limit such holder's right to convert such shares at any time
in accordance with paragraph 3 into the number of shares of Common
Stock determined pursuant to the provisions of paragraph 3(i).
(iv) Upon the occurrence of a Change in Control that is an
acquisition which is accounted for under the "pooling-of-interests"
method of generally accepted accounting principles, each then
outstanding share of Preferred Stock at the effective time of the
Change in Control will be automatically converted into a number of
shares of Common Stock equal to 110% of the Call Price per share of
Preferred Stock divided by the closing price of a share of Common
Stock on the principal securities exchange or association or other
market on which it is then traded on the Trading Day preceding the
effective date of the Change in Control.
(v) Notwithstanding anything to the contrary herein, offers
by the Company under this paragraph 5 shall comply with all procedural
and other requirements of federal and state securities laws then in
effect, but no such provisions of such securities laws shall negate
the obligation of the Company to purchase shares of the Preferred
Stock under this paragraph 5 which are validly tendered and not
withdrawn at the price set forth herein.
(vi) "Change in Control" means the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
Abeneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the total
voting capital stock of the Company; except that, in the event that
James L. Kirk, H. Wayne Huizenga, H. Family Investments, Inc. or any
holder of Preferred Stock or any Affiliate of such holder, either
individually or as part of a group shall become the beneficial owner
of more than 50% of the total voting capital stock of the Company,
then such event shall not constitute a Change in Control hereunder,
unless, in the case of James L. Kirk, H. Wayne Huizenga and H. Family
Investments, Inc., the effect of such event is that the Common Stock
of the Company shall no longer be listed on a national securities
exchange or quoted on NASDAQ or another national securities
association, or (b) any Person consolidates with, or merges with or
into, the Company, or the Company consolidates with, or merges with or
into, another Person (other than a wholly-owned subsidiary of the
Company) or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any Person, in
any such event in a transaction in which the outstanding voting
capital stock of the Company is converted into or exchanged for cash,
securities or other property, provided that following any transaction
described in this
7
<PAGE> 8
subpart (b) the holders of voting stock of the Company immediately
prior to such transaction do not own more than 50% of the voting power
of the voting stock of the Person surviving such transaction or to
which such assets are transferred.
(vii) In connection with any tender offer (including any
exchange offer) for shares or Common Stock, holders of Preferred Stock
shall have the right to tender (or submit for exchange) shares of
Preferred Stock in such a manner so as to preserve the status of such
shares as Preferred Stock until immediately prior to such time as
shares of Common Stock are to be purchased (or exchanged) pursuant to
such tender offer, at which time that portion of the shares of
Preferred Stock so tendered (or submitted) which is convertible into
the number of shares of Common Stock to be purchased (or exchanged)
pursuant to the tender offer shall be deemed converted into the
appropriate number of shares of Common Stack. Any shares of Preferred
Stock not so converted shall be returned to the holder as Preferred
Stock.
The first sentence of Section 6 of the Certificate of Designation
entitled "Redemption at the Option of the Company" is hereby amended in its
entirety as follows:
At any time after the first anniversary of the Preferred
Stock Issue Date, the Company may, at its election, redeem, in whole
but not in part, the shares of the then outstanding Preferred Stock at
a purchase price in cash per share equal to $14.00 compounded annually
at the rate of 20% per annum for the period from the first anniversary
of the Preferred Stock Issue Date up to and including the date of
redemption, plus Accrued Dividends, if any, to the date of redemption.
Section 17 of the Certificate of Designation entitled "Certain
Definitions" is hereby amended to include the following definitions:
"Accrued Dividends" to a particular date (the "Applicable
Date") means (i) all dividends accrued but not paid on the Preferred
Stock pursuant to Section 2(ii), whether or not declared, prior to the
Applicable Date, plus (ii) all dividends or distributions payable
pursuant to Section 2(i) which were not paid or made, and the record
date for which occurred, on or prior to the Applicable Date.
"Dividend Payment Date" means each January 1, April 1, July 1
and October 1.
"Dividend Period" means each quarterly period from a Dividend
Payment Date to the next following Dividend Payment Date (but without
including such later Dividend Payment Date), provided that the first
Dividend Period shall be the period from the Dividend Commencement
Date to the next following Dividend Payment Date (but without
including such later Dividend Payment Date).
8
<PAGE> 9
IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by James L. Kirk, Chairman of the Board and Chief Executive Officer of
the Company, on this 31st day of August, 1999.
NATIONSRENT, INC.
By: /s/ JAMES L. KIRK
----------------------------
James L. Kirk
Chairman of the Board and Chief
Executive Officer
9
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE SOUTHEAST THIRD AVENUE
MIAMI, FLORIDA 33131
(305) 374-5600
October 4, 1999
NationsRent, Inc.
450 East Las Olas Boulevard
Ft. Lauderdale, FL 33301
Gentlemen:
NationsRent, Inc., a Delaware corporation (the "Company"), has filed with
the Securities and Exchange Commission a Registration Statement on Form S-3,
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"). Such Registration Statement relates to the sale by certain persons
named therein (the "Selling Stockholders") of up to 52,459,754 shares (the
"Shares") of the Company's Common Stock, $0.01 par value per share, including
9,300,868 shares which have been reserved for issuance upon the conversion of
certain convertible promissory notes and the exercise of certain warrants. We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection with the Registration Statement, we have examined, considered
and relied upon copies of the following documents: (i) the Company's Certificate
of Incorporation, as amended to date, and the Company's Amended and Restated
Bylaws; (ii) resolutions of the Company's Board of Directors authorizing the
offering and the issuance of the Shares to be sold by the Company and related
matters; (iii) the Registration Statement and schedules and exhibits thereto;
and (iv) such other documents and instruments that we have deemed necessary for
the expression of the opinions herein contained. In making the foregoing
examinations we have assumed, without investigation, the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
the conformity to authentic original documents of all documents submitted to us
as copies, and the veracity of the documents. As to various questions of fact
material to the opinion expressed below, we have relied solely upon the
representations or certificates of officers and/or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independently verifying the accuracy of such certificates, documents, records or
instruments.
Based upon the foregoing examination, and subject to the qualifications set
forth below, we are of the opinion that the Shares are, or when issued against
payment therefor in accordance with the terms of the applicable convertible
promissory note or warrant will be, duly authorized, validly issued, fully paid
and non-assessable.
<PAGE> 2
Although we have acted as counsel to the Company in connection with the
preparation and filing of the 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 involving the Company in which we have
not been consulted and have not represented the Company. We express no opinion
as to the laws of any jurisdiction other than the General Corporation Law of the
State of Delaware and the laws of the States 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 and 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
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the 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/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 21.1
NATIONSRENT, INC.
SUBSIDIARIES
(As of September 15, 1999)
NRGP, Inc., a Delaware corporation
NationsRent West, Inc., a Delaware corporation
Logan Equipment Corp., a Delaware corporation
NationsRent USA, Inc., a Delaware corporation
NationsRent Transportation Services, Inc., a Delaware corporation
NR Delaware, Inc., a Delaware corporation
NationsRent of Texas, LP, a Delaware limited partnership
NationsRent of Indiana, LP, a Delaware limited partnership
<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 Form S-3 Registration Statement of our
reports dated February 19, 1999, with respect to the consolidated financial
statements of NationsRent, Inc., included in NationsRent, Inc.'s Form 10-K,
10-K/A and Amendment No. 1 to Form S-1 (Registration No. 333-69997) for the year
ended December 31, 1998, our report dated May 8, 1998, with respect to the
financial statements of Gabriel Trailer Manufacturing Company, Inc., included in
NationsRent, Inc.'s Form 10-K/A and Amendment No. 1 to Form S-1 (Registration
No. 333-69997), our report dated May 12, 1998, with respect to the financial
statements of the Bode-Finn Company, our report dated May 8, 1998, with respect
to the financial statements of RFL Enterprises, Inc., our report dated May 1,
1998 with respect to the financial statements of Naples Rent-All & Sales
Company, Inc., our report dated May 13, 1998 with respect to the financial
statements of Raymond Equipment Company, Inc., our report dated May 29, 1998
with respect to the financial statements of The Florida Panhandle and Southeast
Divisions of General Rental, Inc., our report dated June 11, 1998 with respect
to the financial statements of Associated Rental Equipment Management Company,
Inc., our report dated July 11, 1998 with respect to the financial statements of
Revco Equipment Rentals, Inc., our report dated September 4, 1998 with respect
to the financial statements of High Reach Company, Inc. and High Reach Leasing
Company, our report dated September 18, 1998 with respect to the financial
statements of Reliable Rental and Supply Co., Inc., our report dated September
4, 1998 with respect to the financial statements of Ray L. O'Neal, Inc. and
Arenco, LLC, our report dated November 13, 1998 with respect to the financial
statements of Action Equipment Company, Inc. and Action Supply Co., Inc., all
included in NationsRent, Inc.'s Amendment No. 1 to Form S-1 (Registration No.
333-69997), and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
Fort Lauderdale, Florida,
October 1, 1999.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" and to the
use of our report dated February 20, 1998 with respect to the financial
statements of Logan Equipment Corporation incorporated by reference in the
Registration Statement on Form S-3 and related Prospectus of NationsRent, Inc.
for the registration of 52,459,754 shares of its common stock.
Ernst & Young LLP
/s/ Ernst & Young LLP
Boston, Massachusetts
October 7, 1999
