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As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
ANC RENTAL CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 65-0957875
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
(Address of principal executive offices) (Zip Code)
ANC Rental Corporation Employee Stock Purchase Plan
ANC Rental Corporation 2000 Stock Option Plan
(Full title of plans)
Howard D. Schwartz
Senior Vice President, General Counsel and Secretary
ANC Rental Corporation
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
(Name and address of agent for service)
(954) 320-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
====================================================================================================================================
Title of Proposed maximum Proposed maximum
Plan Securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share offering price registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Employee Stock Common Stock par 2,000,000 Shares $5.8125(2) $11,625,000(2) $ 3,069(2)
Purchase Plan value $.01 per share
------------------------------------------------------------------------------------------------------------------------------------
2000 Stock Common Stock par 9,000,000 Shares $5.1875 to 5.8125(3) $48,128,125(3) $12,705.83(3)
Option Plan value $.01 per share
====================================================================================================================================
</TABLE>
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(1) If, as a result of stock splits, stock dividends, or similar
transactions, the number of securities purported to be registered on
this registration statement changes, the provisions of Rule 416 shall
apply to this registration statement, and this registration statement
shall cover the additional securities resulting from such split,
dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and
computed in accordance with Rule 457(c) on the basis of the average of
the high and low sales prices of the Common Stock of ANC Rental
Corporation on July 17, 2000, as reported by the Nasdaq National
Market.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and
computed on the basis of the $5.1875 per share exercise price of
options granted to purchase 6,695,000 shares, and, with respect to
2,305,000 shares not subject to options granted, in accordance with
Rule 457(c) on the basis of the average of the high and low sales
prices of the Common Stock of ANC Rental Corporation on July 17, 2000,
as reported by the Nasdaq National Market.
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INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register (i) 2,000,000
shares of Common Stock, par value $0.01 per share (the "Common Stock"), of ANC
Rental Corporation (the "Company"), for issuance pursuant to the Company's
Employee Stock Purchase Plan, and (ii) 9,000,000 shares of Common Stock of the
Company, for issuance upon the exercise of options granted or to be granted
under the Company's 2000 Stock Option Plan.
Pursuant to Rule 428(b)(1), promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the information required by Part I of Form S-8
will be sent or given to employees, as specified in such Rule, in the form of a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
In accordance with the note which precedes the instructions to Part I of Form
S-8, the documents containing the information specified in Part I of Form S-8
have not been filed with the Securities and Exchange Commission either as part
of this registration statement or as a prospectus or prospectus supplement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities
and Exchange Commission by ANC Rental Corporation (the "Company" or the
"Registrant") under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference: (1) the Company's
Registration Statement on Form 10, Registration No. 1-15421, as amended, which
was declared effective by the Securities and Exchange Commission on June 16,
2000 (the "Form 10"), and which contains audited financial statements for the
Company's latest fiscal year; (2) the Company's Current Report on Form 8-K filed
on July 14, 2000; and (3) the description of the Company's Common Stock
contained in the Form 10, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superceded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which is or is deemed to be incorporated by reference modifies or
supercedes such statement. Any such statement so modified or superceded shall
not be deemed, except as so modified or superceded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this registration
statement is registered under Section 12(g) of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for 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 (which addresses
the liability of directors for unlawful payment of dividends or unlawful stock
purchase or redemption); or (iv) for any transaction from which the director
derived an improper personal benefit.
Article Fifth of the Company's Amended and Restated
Certificate of Incorporation states, in relevant part, that the Company's Board
of Directors shall have all powers and authority which may be granted under the
DGCL to provide indemnification for directors, officers, employees and/or agents
of the Company to the fullest extent permitted by law. Article Tenth of the
Company's Amended and Restated Certificate of Incorporation provides: (i) that a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the DGCL; and (ii) that if the DGCL is amended after the effective date of
the Company's Amended and Restated Certificate of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company shall be eliminated
or limited to the fullest extent permitted by the DGCL, as so amended.
Section 145(a) of the DGCL empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
Section 145(b) of the DGCL also empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent
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that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a
present or former director or officer of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
above, or in the defense of any claim, issue or matter therein, such person must
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145(d) of the DGCL further provides that any
indemnification under Sections 145(a) or 145(b), unless ordered by a court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth above. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
Pursuant to Section 145(e) of the DGCL, a corporation may pay
expenses incurred by an officer or director in defending a civil, criminal,
administrative or investigative action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as set forth above. Section 145(f) states that
the indemnification and advancement of expenses set forth above shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office. As set forth in Section 145(g), a corporation is empowered to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under Section 145 of the DGCL.
Section 7.1 of the Company's Amended and Restated Bylaws
provides in relevant part that the Company shall indemnify, to the fullest
extent and in the manner permitted by Delaware law, including Section 145 of the
DGCL, any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than action by or in the right
of the Company, by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving at the written request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against the liabilities,
costs and expenses contemplated by Section 145(a) of the DGCL as discussed
above. Section 7.2 of the Company's Amended and Restated Bylaws provides that
the Company shall indemnify, to the extent permitted by Section 145(b) of the
DGCL, any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
Company to procure judgment in its favor by reason of the fact that he or she is
or was a director or officer of the Company, or is or was serving at the written
request of the Company as a director, officer employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against the
expenses contemplated by Section 145(b) of the DGCL as discussed above.
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Section 7.3 of the Company's Amended and Restated Bylaws
provides for the indemnification of employees and agents of the Company as
authorized by, and upon such terms and conditions as deemed appropriate by, the
Board of Directors. Section 7.4 of the Company's Amended and Restated Bylaws
incorporates the limitations on indemnification of a director or officer set
forth in Section 145(d) of the DGCL as discussed above and further provides that
the Company shall be required to indemnify a person seeking indemnification
pursuant to Sections 7.1 or 7.2 of the Company's Amended and Restated Bylaws in
connection with a proceeding (or part thereof) commenced by such person only if
the commencement of such proceeding (or part thereof) was authorized by the
Board of Directors.
Section 7.5 of the Company's Amended and Restated Bylaws
provides for payment of a director's or officer's indemnification expenses prior
to the final disposition of a civil or criminal action, suit or proceeding to
the extent permitted by Section 145(e) of the DGCL discussed above. Sections 7.6
and 7.7 of the Company's Amended and Restated Bylaws further implement the
permissive provisions of Sections 145(f) and 145(g) of the DGCL also discussed
above.
The Company maintains insurance to protect persons entitled to
indemnification pursuant to its Amended and Restated Certificate of
Incorporation and Bylaws and the DGCL against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1 Registrant's Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K, filed on July 14, 2000).
4.2 Registrant's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on
July 14, 2000).
4.3 Registrant's Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.16 to the Registrant's Current Report on Form 8-K, filed on
July 14, 2000).
4.4 Registrant's 2000 Stock Option Plan (incorporated by reference to
Exhibit 10.15 to the Registrant's Current Report on Form 8-K, filed on
July 14, 2000).
5.1 Opinion of Eckert Seamans Cherin & Mellott, LLC (including consent).
23.1 Consent of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page of this registration
statement).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
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(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 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;
(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 information required to be included in a
post-effective amendment to those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the 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 therein,
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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
***
(h) 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 Securities and
Exchange 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 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 Securities Act
and will be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kathleen W. Hyle and Howard D. Schwartz, and each
of them, as such person's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any or all
amendments to this registration statement (including post-effective amendments)
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitute or his or
her substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 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 July 21, 2000.
ANC RENTAL CORPORATION
By: /s/ MICHAEL S. KARSNER
--------------------------------------
Michael S. Karsner
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL S. EGAN Chairman of the Board (Principal July 21, 2000
------------------------------------ Executive Officer)
Michael S. Egan
/s/ MICHAEL S. KARSNER President, Chief Executive Officer July 21, 2000
----------------------------------- and Director
Michael S. Karsner
/s/ KATHLEEN W. HYLE Senior Vice President and Chief July 21, 2000
----------------------------------- Financial Officer (Principal
Kathleen W. Hyle Financial and Accounting Officer)
Director
-----------------------------------
H. Wayne Huizenga
/s/ GORDON P. BETHUNE Director July 21, 2000
-----------------------------------
Gordon P. Bethune
/s/ J. P. BRYAN Director July 21, 2000
-----------------------------------
J. P. Bryan
/s/ JOHN O. GRETTENBERGER, SR. Director July 21, 2000
-----------------------------------
John O. Grettenberger, Sr.
/s/ WILLIAM N. PLAMONDON, III Director July 21, 2000
-----------------------------------
William N. Plamondon, III
</TABLE>
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ANC RENTAL CORPORATION
EXHIBIT INDEX
<TABLE>
<S> <C>
4.1 Registrant's Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K, filed on July 14, 2000).
4.2 Registrant's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on
July 14, 2000).
4.3 Registrant's Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.16 to the Registrant's Current Report on Form 8-K, filed on
July 14, 2000).
4.4 Registrant's 2000 Stock Option Plan (incorporated by reference to
Exhibit 10.15 to the Registrant's Current Report on Form 8-K, filed on
July 14, 2000).
5.1 Opinion of Eckert Seamans Cherin & Mellott, LLC (including consent).
23.1 Consent of Eckert Seamans Cherin & Mellott, LLC (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on signature page of this registration
statement).
</TABLE>
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