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As filed with the Securities and Exchange Commission on August 25, 1999
Registration No. 333-______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONSRENT, INC.
(Exact Name of Registrant as Specified in its Governing Instruments)
DELAWARE 31-1570069
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
450 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
(954) 760-6550
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
NationsRent, Inc.
Amended and Restated
1998 Stock Option Plan
(Full Title of the Plan)
Joseph H. Izhakoff
Vice President, Secretary and General Counsel
NationsRent, Inc.
450 East Las Olas Boulevard, Suite 1400
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.
SunTrust International Center
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704
(305) 374-5600
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (2) OFFERING PRICE PER SHARE (3) OFFERING PRICE (3) FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share (1) 2,000,000 shares $6.1875 $12,375,000 $3,441
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(1) Consists of an additional 2,000,000 shares issuable under the
NationsRent, Inc. Amended and Restated 1998 Stock Option Plan (the
"Plan"), pursuant to an amendment to the Plan that increased the number
of shares issuable upon the exercise of options that may be granted
under the Plan from 5,000,000 to 7,000,000. The original 5,000,000
shares were registered with the Securities and Exchange Commission on
August 7, 1998 pursuant to a Registration Statement on Form S-8
(Registration No. 333-60867).
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan and the previously granted stock options.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
Represents an average of the high and low price per share of the
Company's Common Stock, par value $.01 per share, reported on The
New York Stock Exchange on August 20, 1999.
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the NationsRent, Inc. Amended and
Restated 1998 Stock Option Plan (the "Plan"), as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof will be available to participants in the Plan and the recipients of the
previously granted stock options, without charge, upon written or oral request.
Any such request should be directed to Pamela K.M. Beall, Vice President and
Treasurer, NationsRent, Inc., 450 East Las Olas Boulevard, Suite 1400, Fort
Lauderdale, Florida 33301, Telephone (954) 760-6550.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by NationsRent, Inc.
(the "Company") with the Commission pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Commission on March 29, 1999,
as amended by the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1998 filed with the Commission on
May 28, 1999;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 (as filed with the Commission on May 17,
1999) and June 30, 1999 (as filed with the Commission on
August 16, 1999);
(c) The Company's Current Reports on Form 8-K dated January 6,
1999 (as filed with the Commission on January 6, 1999),
January 27, 1999 (as filed with the Commission on January 27,
1999), April 7, 1999 (as filed with the Commission on April 8,
1999 and as amended on April 8, 1999) and May 20, 1999 (as
filed with the Commission on May 21, 1999); and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as filed with
the Commission on July 13, 1998, and any amendment or report
filed with the Commission for the purpose of updating such
description.
In addition, all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the termination of the offering
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of the filing of such document with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the Company shall indemnify to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (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
Company's Amended and Restated Bylaws provide that a director or officer may be
paid expenses incurred in defending any proceeding in advance of its final
disposition upon receipt by 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
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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 suite was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the DGCL, the Certificate eliminates
the liability of a director to the corporation or its stockholders for monetary
damages for such breach of fiduciary duty as a director, except for liabilities
arising (i) from any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) from acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) from any transaction from which the director
derived an improper personal benefit.
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 Underwriting Agreement filed as
Exhibit 1.1 to the Company's Registration Statement on Form S-1 (333-56233),
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1 -- Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 -- Regis. No. 333-56233).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on Form
S-1 -- Regis. No. 333-56233).
4.3 -- Form of Certificate evidencing ownership of shares of Common Stock of
the Company (incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 -- Regis. No. 333-56233).
5.1* -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- NationsRent, Inc. Amended and Restated 1998 Stock Option Plan (incorporated by
reference to Exhibit 10.30 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999).
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
23.1* -- Consent of Arthur Andersen LLP.
23.2* -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed
as Exhibit 5.1).
24.1* -- Powers of Attorney (included as part of the signature page hereto).
</TABLE>
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* Filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act.
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable in the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
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securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy and as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Fort Lauderdale, State of Florida, on the 25th day of August, 1999.
NATIONSRENT, INC.
By: /s/ James L. Kirk
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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 on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ James L. Kirk Chairman of the Board and August 25, 1999
---------------------------------- Chief Executive Officer
James L. Kirk (Principal Executive Officer)
Executive Vice President and Chief
/s/ Gene J. Ostrow Financial Officer (Principal Financial August 25, 1999
---------------------------------- Officer)
Gene J. Ostrow
/s/ Kris E. Hansel Vice President and Controller August 25, 1999
---------------------------------- (Principal Accounting Officer)
Kris E. Hansel
/s/ Thomas H. Bruinooge Director August 25, 1999
----------------------------------
Thomas H. Bruinooge
/s/ Gary L. Gabriel Director August 25, 1999
----------------------------------
Gary L. Gabriel
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Harris W. Hudson Director August 25, 1999
--------------------------------
Harris W. Hudson
/s/ H. Wayne Huizenga Director August 25, 1999
--------------------------------
H. Wayne Huizenga
/s/ Ivan W. Gorr Director August 25, 1999
---------------------------------
Ivan W. Gorr
/s/ Christopher J. O'Brien Director August 25, 1999
---------------------------------
Christopher J. O'Brien
/s/ Charles J. Philippin Director August 25, 1999
---------------------------------
Charles J. Philippin
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion filed
as Exhibit 5.1)
24.1 -- Powers of Attorney (included as part of the signature page hereto)
</TABLE>
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EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
SunTrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
August 25, 1999
NationsRent, Inc.
450 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, FL 33301
Gentlemen:
We have acted as counsel to NationsRent, Inc., a Delaware corporation
(the "Company"), with respect to the filing by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") covering the
issuance of up to 2,000,000 shares of the Company's common stock, par value
$0.01 per share (the "Shares").
Based on our review of such documents and records as we have deemed
necessary and appropriate, we are of the opinion that:
1. The Company is duly formed and validly existing as a
corporation in good standing under the laws of the State of
Delaware.
2. The Shares have been duly authorized for issuance, and, when
sold, issued and paid for as contemplated by the Registration
Statement, will be validly and legally issued, fully paid and
nonassessable under the laws of the State of Delaware.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
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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-8 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 and
10-K/A for the year ended December 31, 1998, and 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 for the year ended
December 31, 1998, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
August 25, 1999.
