REPUBLIC INDUSTRIES INC
S-3/A, 1995-12-28
REFUSE SYSTEMS
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<PAGE>   1
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1995.

                                                       REGISTRATION NO. 33-65289
    

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             --------------------

   
                               AMENDMENT NO. 1

                                      TO
    
                                      
                                    FORM S-3

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              --------------------

                           REPUBLIC INDUSTRIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
     <S>                          <C>                                            <C>
                                  200 East Las Olas Blvd., Ste. 1400
         Delaware                   Fort Lauderdale, Florida 33301                  73-1105145
     (State or other                        (305) 627-6000                       (I.R.S. Employer
      jurisdiction of              (Address, including zip code, and              Identification
     incorporation or              telephone number, including area                    No.)
       organization)                code of registrant's principal
                                          executive offices)             
                             --------------------------------------------
</TABLE>

<TABLE>
          <S>                                               <C>
                                                            Copy to:
          RICHARD L. HANDLEY                                JONATHAN L. AWNER
          Senior Vice President                             AKERMAN, SENTERFITT & EIDSON, P.A.
          Republic Industries, Inc.                         One S.E. 3rd Avenue,
          200 East Las Olas Blvd., Suite 1400               28th Floor
          Ft. Lauderdale, Florida  33301                    Miami, Florida 33131
          (305) 627-6000                                    (305) 374-5600

          (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
          INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]

        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 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, 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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

   
    

        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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.




<PAGE>   2

PROSPECTUS
                               12,937,984 SHARES

                           REPUBLIC INDUSTRIES, INC.

                                  COMMON STOCK

        This Prospectus relates to an aggregate of 12,937,984 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of
Republic Industries, Inc., a Delaware corporation (the "Company"), which may be
offered (the "Offering") for sale by persons (the "Selling Stockholders") who
have acquired such shares in certain acquisitions of businesses by the Company
not involving a public offering. The Shares are being registered under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of the
Selling Stockholders in order to permit the public sale or other distribution
of the Shares.

        The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, including
pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus also may be used, with the Company's
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. The Company will receive no portion of the
proceeds from the sale of the Shares offered hereby and will bear certain
expenses incident to their registration. See "Selling Stockholders" and "Plan
of Distribution."

   
        The Common Stock is traded on The Nasdaq Stock Market - National Market
("Nasdaq") under the symbol "RWIN." On December 27, 1995, the last reported
sales price for the Common Stock as reported by Nasdaq was $34.125 per share.
    

        Prospective investors should carefully consider the matters set forth
under the caption "Risk Factors" located on page 3 of this Prospectus.

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
      ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE 
                       CONTRARY IS A CRIMINAL OFFENSE.

   
                               December 29, 1995
    





<PAGE>   3

        No dealer, salesperson or 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 in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the selling
stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.

                               TABLE OF CONTENTS

<TABLE>
                                                                                                  PAGE
                                                                                                  ----
 <S>                                                                                               <C>
 Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
 The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
 Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8 
 Selling Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9
 Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     11
 Description of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
 Legal Matters and Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
 Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . .     14
</TABLE>

                             AVAILABLE INFORMATION

        The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission").  These reports, proxy
and information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and
at the Commission's regional offices located at Northwest Atrium Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and at Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Commission at prescribed rates through its Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is traded on
Nasdaq. Information filed by the Company with Nasdaq may be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.

        The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement").  This Prospectus, which forms a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. Statements contained herein
concerning the provisions of certain documents are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
The Registration Statement and the exhibits thereto can be inspected and copied
at the public reference facilities and regional offices of the Commission and
at the offices of Nasdaq referred to above.




                                      -2-
<PAGE>   4



                                  THE COMPANY

        The Company, acting through its subsidiaries, primarily provides
integrated solid waste collection, disposal and recycling services to public
and private sector customers. The Company currently owns or operates twelve
solid waste landfills with five located in Texas, two in California and one
each in Florida, Michigan, North Carolina, Indiana and North Dakota with
approximately 1,461 permitted acres and total available permitted disposal
capacity of approximately 56.7 million in-place cubic yards as of November 30,
1995.  The Company also currently provides collection service to over 650,000
residential, commercial and industrial customers, primarily in  areas
surrounding its landfill sites, certain areas of Georgia and South Carolina and
throughout Florida. In addition, the Company provides related environmental
services including engineering, consulting and analysis, remediation and other
technical services.

        The Company, through certain recently acquired businesses, also is
engaged in the electronic security services business, which consists of the
sale, installation, and maintenance of electronic security systems for
commercial and residential use as well as the continuous electronic monitoring
of installed security systems. Currently, the Company monitors over 100,000
businesses and residences, predominately in Florida.

        The Company was incorporated in Oklahoma in November 1980 and in May
1991 changed its state of domicile from Oklahoma to Delaware by means of a
merger.  The Company changed its name to Republic Industries, Inc. from
Republic Waste Industries, Inc. on November 28, 1995.  The Common Stock is
traded on Nasdaq under the trading symbol "RWIN." The Company's principal
executive offices are located at 200 East Las Olas Boulevard, Suite 1400, Ft.
Lauderdale, Florida 33301, and its telephone number is (305) 627-6000.

                                  RISK FACTORS

        AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN EVALUATING AN INVESTMENT IN THE COMPANY.

        CONTROL OF THE COMPANY.  H. Wayne Huizenga, Chairman of the Board and
Chief Executive Officer of the Company, Michael G. DeGroote, Vice Chairman of
the Board of the Company, Harris W. Hudson, a Director and the President of the
Company (and Mr. Huizenga's brother-in-law), and John J. Melk, a Director of
the Company, beneficially own directly and indirectly 5,000,000, 13,250,000,
8,600,000, and 1,650,000 shares of Common Stock, respectively (including shares
beneficially owned by certain of their spouses, with respect to which they each
respectively disclaim beneficial ownership), and presently exercisable options 
and warrants to purchase 9,500,000, 3,550,000, 1,200,000, and 250,000 shares of
Common Stock, respectively, as of the date of this Prospectus, or an aggregate
of 37.6% of the issued and outstanding shares of Common Stock as of the date of
this Prospectus assuming none of such options and warrants are exercised (and
47.6% assuming all of such options and warrants are exercised). Although there
is no agreement among any of Messrs. Huizenga, DeGroote, Hudson or Melk to vote
together on any matters submitted to a vote of the Company's stockholders, if
Messrs. Huizenga, Hudson, DeGroote and Melk vote together, they could
effectively control the outcome of most matters submitted to a vote of the
Company's stockholders, especially with respect to the election of directors.

        DEPENDENCE ON KEY PERSONNEL.  The Company believes that the experience
and success that its management team has had in operating and growing public
and private service companies, in general, and public and private companies in
the waste management industry, in particular, is important to the Company's
future success. However, there can be no assurance that its management team
will have the same success in




                                     -3-
<PAGE>   5


operating and growing the Company as it has had with other companies in the
past. Furthermore, the Company has not entered into non-competition agreements
or employment agreements with any of Messrs. Huizenga, Hudson or Gregory K.
Fairbanks, the Company's Chief Financial Officer and an Executive Vice
President. The loss of the services of any of the members of its management
team, in general, or Mr. Huizenga in particular (whether such loss is through
resignation or otherwise), could have a material adverse effect on the
operations and future success of the Company.

        POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF COMMON STOCK.  Future
sales of the Shares or the perception that such sales could occur could
adversely affect the market price of the Common Stock. There can be no
assurance as to when, and how many of, the Shares will be sold and the effect
such sales may have on the market price of the Common Stock. Since August 11,
1995, the Company has registered for sale, from time to time on a continuous
basis under several registration statements (including the registration 
statement of which this Prospectus is a part), by certain selling stockholders, 
an aggregate of 77,724,809 shares of Common Stock, of which 18,145,000 were 
reserved for issuance pursuant to certain outstanding options and warrants. 
These registration statements cover, among other shares, 20,750,000 shares of 
Common Stock issued in various private placements, and 26,265,894 shares of 
Common Stock issued in various private business combination transactions, since
July 1995.  In addition, the Company intends to continue to issue in the future
Common Stock and/or options or warrants to purchase Common Stock pursuant to 
exemptions from registration available under the Securities Act in connection 
with certain of its acquisitions. Such securities are subject to resale in
accordance with the Securities Act and the regulations promulgated thereunder. 
As such restrictions lapse or if such shares are registered for sale to the 
public, such securities may be sold into the public market. To facilitate the 
issuance of Common Stock in making acquisitions, the Company on October 11, 
1995 registered an additional 6,000,000 shares of Common Stock pursuant to a 
shelf registration statement, and an aggregate of 327,507 shares of Common 
Stock have been issued to date in acquisitions under such shelf registration 
statement. In the event of the issuance and subsequent resale of a substantial 
number of shares of Common Stock, or a perception that such sales could occur, 
there could be a material adverse effect on the prevailing market price of the 
Common Stock.

        DILUTION.  The issuance of additional shares of Common Stock upon
exercise of outstanding and presently exercisable warrants, or upon the
Company's completion of any acquisitions and business combinations, may have a
dilutive effect on earnings per share and will have a dilutive effect on the
voting rights of the holders of Common Stock.

        ABSENCE OF OPERATING HISTORY IN POSSIBLE NEW LINES OF BUSINESS.
Management currently contemplates expanding the Company's operations outside of
solid waste management and related lines of business.  Since August 28, 1995,
the Company has been operating in the electronic security services industry
through the acquisition of several companies which provide electronic security
sales, installation and monitoring services. The Company had no prior history 
of operations in the electronic security services industry or any industry 
other than solid waste management and related lines of business. There can be 
no assurance that the Company will be successful in the electronic security 
services industry or in any other industry which it enters. There can be no 
assurance that the Company will enter into any additional industries unrelated 
to the solid waste services industry or, if it does enter into any such 
industries, that it will achieve the results anticipated by management.

        NEED FOR SUBSTANTIAL ADDITIONAL CAPITAL.  The Company's current
business strategy is to act aggressively in growing as an integrated solid
waste management company by acquiring and integrating existing solid waste
companies and recycling businesses, and to expand its recently acquired
electronic security services business by internal growth and by making
additional acquisitions in that industry. Further, the Company currently
anticipates expanding the Company's operations outside of solid waste
management,




                                     -4-
<PAGE>   6


electronic security services and related lines of business. Although the
Company has substantially no debt and has approximately $160 million in cash
available for general corporate purposes, and has a $250 million credit 
facility (which presently has no outstanding borrowings), the Company believes
that substantial additional capital will be necessary to fully capitalize on
acquisition and expansion opportunities that may become available to the 
Company.  However, there can be no assurance that such additional financing
will be available, or, in the event that it is, that it will be available on
terms acceptable to the Company. In the event that such financing is not
available or is not available in the amounts or on terms currently
contemplated by management, the implementation of the Company's acquisition
strategy could be materially and adversely affected.

        IMPEDIMENTS TO COMPLETING FUTURE ACQUISITIONS.  The Company's
acquisition strategy depends on its ability to identify and acquire appropriate
solid waste collection operations and landfills, electronic security systems
businesses, and other unrelated service businesses, to integrate the acquired
operations effectively and to increase its market share. A number of the
Company's competitors for such acquisitions are larger, better known companies
than the Company with significantly greater financial resources. There can be
no assurance that the Company will be able to locate acquisition candidates in
markets or on terms the Company deems attractive, that any identified
candidates will be acquired, or that acquired operations will be effectively
integrated to realize expected efficiencies and economies of scale or prove
profitable. The completion of acquisitions requires the expenditure of sizeable
amounts of capital, and the intense competition among companies pursuing
similar acquisition strategies may increase capital requirements.  The Company
could be forced to alter its strategy in the future if such candidates become
unavailable or too costly. As the Company continues to pursue its acquisition
strategy in the future, its financial position and results of operations may
fluctuate significantly from period to period.

        RISKS ASSOCIATED WITH ACQUISITIONS.  Although the Company investigates
each business that it acquires, there may be liabilities that the Company fails
or is unable to discover, including liabilities arising from non-compliance
with environmental laws by prior owners, and for which the Company, as a
successor owner, may be responsible. The Company seeks to minimize the impact
of these liabilities by obtaining indemnities and warranties from the seller
which may be supported by deferring payment of a portion of the purchase price.
However, these indemnities and warranties, if obtained, may not fully cover the
liabilities due to their limited scope, amounts, or duration, the financial
limitations of the indemnitor or warrantor, or other reasons.

        ENVIRONMENTAL REGULATION.  The collection and disposal of solid wastes,
operation of landfills and rendering of related environmental services are
subject to federal, state and local requirements which regulate health, safety,
the environment, zoning and land-use. Operating permits are generally required
for landfills and certain collection vehicles, and these permits are subject to
revocation, modification and renewal. Federal, state and local regulations
vary, but generally govern disposal activities and the location and use of
facilities and also impose restrictions to prohibit or minimize soil, air and
water pollution. In connection with landfills, it often may be necessary to
expend considerable time, effort and money to bring the Company's existing or
acquired facilities into compliance with applicable requirements and to obtain
the permits and approvals necessary to increase their capacity. In addition,
governmental authorities have the power to enforce compliance with these
regulations and to obtain injunctions or impose fines in the case of
violations, including criminal penalties. These regulations are administered by
the United States Environmental Protection Agency (the "EPA") and various other
federal, state and local environmental and health and safety agencies and
authorities, including the Occupational Safety and Health Administration of the
United States Department of Labor. Certain of the Company's waste disposal
operations traverse state boundaries. Although landfill operations currently
constitute an immaterial portion of the Company's business, their importance
may increase as the Company completes future acquisitions. Such operations
could be adversely affected if the federal government or a state in which a
landfill is located limits or prohibits, imposes



                                     -5-

<PAGE>   7


discriminatory fees on or otherwise seeks to discourage the disposal, within
state boundaries, of waste collected outside of the state.

        Subtitle D of the Resource Conservation and Recovery Act of 1976, as
amended ("RCRA"), establishes a framework for regulating the storage,
collection and disposal of non-hazardous solid wastes. In the past, the
Subtitle D framework has left the regulation of non-hazardous waste storage,
collection and disposal largely to the states. In October 1991, the EPA 
promulgated a final rule which imposes minimum federal comprehensive solid
waste management criteria and guidelines for disposal facilities and
operations, including location restrictions, facility design and operating
criteria, closure and post-closure requirements, financial assurance standards,
groundwater monitoring requirements and corrective action standards, many of
which had not commonly been in effect or enforced in connection with solid
waste landfills. States are required to revise their landfill regulations to
meet these requirements. Because some parts of the new regulations will be
phased in over time, the full effect of these regulations may not be felt for
several years. However, other than for groundwater monitoring and financial
assurance requirements, all provisions of the final rule became effective in
October 1993. All of the Company's planned landfill expansions or new landfill
development projects have been engineered to meet or exceed these requirements.
Operating and design criteria for existing operations have been modified to
comply with these new regulations. There can be no assurance that the EPA will
not promulgate similar regulations under Subtitle D in connection with the
collection of non-hazardous solid waste.

        HAZARDOUS SUBSTANCES LIABILITY.  The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("Superfund" or
"CERCLA"), has been interpreted by some courts to impose strict, joint and
several liability on current and former owners or operators of facilities at
which there has been a release or a threatened release of a "hazardous
substance" and on persons who generate, transport or arrange for the disposal
of such substances at the facility. Thousands of substances are defined as
"hazardous" under CERCLA and their presence, even in minute amounts, can result
in substantial liability. The statute provides for the remediation of
contaminated facilities and imposes costs on the responsible parties. The
expense of conducting such a cleanup and the damages can be very significant
and, given the limitations in insurance coverage for these risks, could have a
material adverse impact on the Company's business and financial condition.
Notwithstanding its efforts to comply with applicable regulations and to avoid
transporting and receiving hazardous substances, such substances may be present
in waste collected by the Company or disposed in its landfills, or in waste
collected, transported or disposed in the past by acquired companies. More than
20% of the sites on the EPA's National Priorities List of Hazardous Waste Sites
are solid waste landfills that ostensibly never received any "hazardous
wastes." The Company intends to continue to focus on the non-hazardous waste
disposal market and does not intend to acquire or develop significant hazardous
waste disposal operations. As used in this Prospectus, "non-hazardous waste"
means substances, including asbestos, that are not defined as hazardous wastes
under federal regulations.

        LACK OF ENVIRONMENTAL LIABILITY INSURANCE.  The majority of the
Company's facilities currently carry site-specific pollution legal liability
insurance, which may provide coverage under certain circumstances for pollution
damage to third parties. In addition, the Company has certain contractors'
pollution liability insurance and professional liability insurance, which may
provide coverage under certain circumstances for damage to third parties.
However, both of these coverages are restrictive in nature, as they are subject
to certain exclusions and effective dates, consistent with insurance industry
requirements. In addition, such coverage is subject to specific and aggregate
limits which may not be sufficient to cover claims, if they should arise. In
certain prior years, consistent with industry experience, the Company was not
able to obtain broad pollution insurance at reasonable costs and, therefore,
carried only such coverage as was required by regulatory permits. In addition,
the extent of insurance coverage under certain forms of policies has been the
subject in recent years of litigation in which insurance companies have, in
some cases, successfully taken the position that certain risks are not covered
by such policies. If, in the absence of such insurance, the




                                     -6-
<PAGE>   8


Company were to incur liability for environmental damages of sufficient
magnitude, it could have a material adverse effect on the Company's business
and financial condition.

        RISKS OF PENDING AND FUTURE LEGAL PROCEEDINGS.  In addition to the
costs of complying with environmental regulations, waste management companies
will continue to be involved in legal proceedings in the ordinary course of
business. Government agencies may seek to impose fines on the Company for
alleged failure to comply with laws and regulations or to deny, revoke or
impede the renewal of the Company's permits and licenses. In addition, such
governmental agencies, as well as surrounding landowners, may claim the Company
is liable for environmental damage.  Citizen's groups have become increasingly
active in challenging the grant or renewal of permits and licenses, and
responding to such challenges has further increased the costs associated with
permitting new facilities or expanding current facilities. A significant
judgment against the Company, the loss of a significant permit or license or
the imposition of a significant fine could have a material adverse effect on
the Company's financial condition. The Company is currently a party to various
legal proceedings as well as environmental proceedings which have arisen in the
ordinary course of its business. Although no assurance can be given with
respect to the outcome of these legal and environmental proceedings and the
effect such outcomes may have on the Company, management of the Company
believes that these proceedings will be resolved in a manner that will not have
a material adverse effect on the Company's business or financial position.

        SEASONALITY.  The Company believes that its collection and landfill
operations can be adversely affected by protracted periods of inclement weather
which could delay the development of landfill capacity or the transfer of waste
and/or reduce the volume of waste generated. There can be no assurance that
protracted periods of inclement weather will not have a material adverse effect
on the Company's future results of operations.

        COMPETITION IN THE SOLID WASTE INDUSTRY; LANDFILL ALTERNATIVES.  The
waste industry is highly competitive. Entry into the industry and ongoing
operations within the industry require substantial technical, managerial and
financial resources. The non-hazardous waste industry is led by three large
national waste management companies and numerous regional and local companies,
all of which contribute to the high level of competition that characterizes the
industry.  Some of these companies have significantly greater financial and
operational resources and more established market positions than the Company.
In addition, the Company must often compete with municipalities that maintain
their own waste collection and landfill operations and often have financial
advantages due to the availability of tax revenues and tax-exempt financing.

        Further, alternatives to landfill disposal (such as recycling,
composting and waste-to-energy) are increasingly competing with landfills.
There also has been an increasing trend at the state and local levels to
mandate waste reduction at the source and to prohibit the disposal of certain
types of wastes, such as yard wastes, at landfills. This may result in the
volume of waste going to landfills being reduced in certain areas, which may
affect the Company's ability to operate its landfills at their full capacity
and/or affect the prices that can be charged for landfill disposal services. In
addition, most of the states in which the Company operates landfills have
adopted plans or requirements which set goals for specified percentages of
certain solid waste items to be recycled. To the extent these are not yet in
place, these recycling goals will be phased in over the next few years.

        COMPETITION IN THE ELECTRONIC SECURITY SERVICES INDUSTRY.  The security
alarm industry is highly competitive and highly fragmented. The Company's
electronic security systems business competes with five large national
companies, as well as smaller regional and local companies, in all of its
operations. Furthermore, new competitors are continuing to enter the industry
and the Company may encounter additional competition from such future industry
entrants. Certain of the Company's competitors have greater




                                     -7-

<PAGE>   9


financial and other resources than the Company. There can be no assurance that
the Company will be able to compete effectively in the future.

        "FALSE" ALARM ORDINANCES.  The Company believes that approximately 95%
of alarm activations that result in the dispatch of police or fire department
personnel are not emergencies, and thus are "false" alarms. Significant concern
has arisen in certain municipalities about this high incidence of "false"
alarms. This concern could cause a decrease in the likelihood or timeliness of
police response to alarm activations and thereby decrease the propensity of
consumers to purchase or maintain alarm monitoring services. Recently, a trend
has emerged on the part of local governmental authorities to consider or adopt
various measures aimed at reducing the number of "false" alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting "false" alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of "false" alarms,
(iii) imposing fines on alarm subscribers for "false" alarms, (iv) imposing
limitations on the number of times the police will respond to alarms at a
particular location after a specified number of "false" alarms, and/or (v)
requiring further verification of an alarm signal before the police will
respond. Enactment of such measures could adversely affect the Company's
electronic security services business and operations.

        GEOGRAPHIC CONCENTRATION OF COMPANY'S ELECTRONIC SECURITY SYSTEMS
BUSINESS; RISKS OF POTENTIAL EXPANSION.  The existing subscriber base of the
Company's electronic security systems business is geographically concentrated
in certain metropolitan areas of Florida. Accordingly, their performance may be
adversely affected by regional or local economic conditions, regulation or
other factors. The Company may from time to time make acquisitions in regions
outside of its current operating areas. In order for the Company to expand
successfully into a new area, the Company must obtain a sufficient number, and
density, of subscriber accounts in such area to support the additional
investment. There can be no assurance that an expansion into new geographic
areas would generate operating profits.


                                USE OF PROCEEDS

        This Prospectus relates solely to Shares being offered and sold for the
accounts of the Selling Stockholders.  The Company will not receive any
proceeds from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Selling Stockholders."




                                     -8-
<PAGE>   10


                              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 December 4, 1995 and the aggregate number of shares
of Common Stock registered hereby that each Selling Stockholder may offer and
sell pursuant to this Prospectus. All of the 12,937,984 Shares offered are
issued and outstanding as of the date of this Prospectus. Because the Selling
Stockholders may sell all or a portion of the Shares at any time and from time
to time after the date hereof, no estimate can be made of the number of shares
of Common Stock that each Selling Stockholder may retain upon completion of the
Offering. To the knowledge of the Company, none of the Selling Stockholders has
any material relationship with the Company except as set forth in the footnotes
to the following table.

<TABLE>
<CAPTION>
                                                       SHARES BENEFICIALLY       SHARES TO BE OFFERED
                                                         OWNED PRIOR TO            FOR THE SELLING
 SELLING STOCKHOLDER                                      THE OFFERING          STOCKHOLDER'S ACCOUNT
                                                          ----------------      ---------------------
 <S>                                                             <C>                   <C>         
 Marcus J. Bird and Loretta Bird, Tenants by the
 Entirety (1)                                                       14,701                14,701
 James R. Bland                                                      4,489                 4,489
 Ronald W. Boyd (1)                                                 28,913                28,913
 Lee G. Brown (2)                                                2,999,800             2,999,800 (3)   
 John H. Chapman (4)                                                 4,489                 4,489       
 John S. Doubet and JoAnn P. Doubet, Tenants by                                                        
 the Entirety (1)                                                   12,735                12,735       
 George M. Duncan                                                  252,328               252,328       
 Dan R. Duncan (5)                                                 693,805               693,805       
 Debra A. Duncan (5)                                               368,274               368,274       
 Robert C. Duncan (5)                                              269,294               269,294       
 Jannette T. Duncan Annuity Trust No. One (6)                      168,219               168,219       
 Jannette T. Duncan Annuity Trust No. Two (6)                      309,016               309,016       
 Jannette T. Duncan Annuity Trust No. Three (6)                    350,426               350,426       
 Jannette T. Duncan Annuity Trust No. Four (6)                      47,368                47,368       
 Robert C. Duncan Annuity Trust No. One (7)                      1,469,913             1,469,913 (8)   
 Robert C. Duncan Annuity Trust No. Two (7)                        309,016               309,016       
 Robert C. Duncan Annuity Trust No. Three (7)                      350,426               350,426       
 Robert C. Duncan Annuity Trust No. Four (7)                        47,368                47,368       
 DeeDee Duncan Elliott                                             368,274               368,274       
 S. Allison Fennell                                                  4,489                 4,489       
 G. Scott Fennell (4)                                               53,385                53,385       
 George W. Fennell (4)                                           2,844,851             2,844,851 (9)   
</TABLE>





                                      -9-
<PAGE>   11

<TABLE>
<CAPTION>
                                                       SHARES BENEFICIALLY       SHARES TO BE OFFERED
                                                         OWNED PRIOR TO            FOR THE SELLING
 SELLING STOCKHOLDER                                      THE OFFERING          STOCKHOLDER'S ACCOUNT
                                                          ----------------      ---------------------
 <S>                                                               <C>                   <C>
 Jeffrey A. Forslund                                                 4,489                 4,489
 Clyde Gallo (1)                                                    31,647                31,647
 Debra A. Haschker                                                   4,489                 4,489
 Joseph W. Landolfi and Jacquelyn S. Landolfi,
 Tenants by the Entirety (1)                                         8,184                 8,184
 Keith Randall Ledford and Stacey Lorraine Van
 Fleet Ledford, Tenants by the Entirety (1)                         60,599                60,599
 Mina B. McLean (2)                                                  3,200                 3,200
 Don K. Osterbye (1)                                                72,286                72,286
 Gary Lee Prutow (1)                                                 6,737                 6,737
 Debra Scott (1)                                                   604,215               604,215
 Bruce Scott (1)                                                   599,927               599,927
 Bob Sheck (1)                                                      44,262                44,262
 Robert N. Shepard (4)                                             188,185               188,185
 Kevin Smith (1)                                                    37,735                37,735
 Kelen Lyn Fouke Strickland                                          6,737                 6,737
 Melinda Duncan Vince                                              252,328               252,328
 Phyllis Ann Wells (1)                                              19,570                19,570
 Russell Wells (1)                                                  19,570                19,570
 Leo J. Zolnierowicz                                                 2,245                 2,245
</TABLE>

__________

(1)     Bruce Scott, Debra Scott, Marcus J. Bird, Loretta Bird, Ron Boyd, John
        S. Doubet, JoAnn P. Doubet, Clyde M. Gallo, Keith Randall Ledford, 
        Stacey Lorraine Van Fleet Ledford, Jacquelyn S. Landolfi, Joseph W. 
        Landolfi, Don K. Osterbye, Gary Lee Prutow, Bob Sheck, Kevin Smith, 
        Phyllis Ann Wells and Russell Wells served as officers of CANA First 
        Corporation D/B/A Scott Security Systems and/or related companies (the
        "Scott Security Companies") prior to the Company's acquisition of the 
        Scott Security Companies on November 30, 1995, and Bruce Scott and
        certain of these other individuals continue to serve as officers 
        thereof.                                                  

(2)     Lee G. Brown and Mina B. McLean served as officers and directors of
        Garbage Disposal Service, Inc. ("GDS") prior to the Company's
        acquisition of GDS on November 30, 1995, and Lee G. Brown continues to
        serve as an officer thereof.

(3)     Equals approximately 4.0% of the outstanding shares of Common Stock as
        of the date of this Prospectus.

(4)     George W. Fennell, Robert N. Shepard, G. Scott Fennell and John H.
        Chapman served as officers of Fennell Container Co., Inc. and related
        companies (the "Fennell Companies") prior to the Company's acquisition
        of the Fennell Companies on November 30, 1995, and continue to serve as
        officers thereof.

(5)     Robert C. Duncan, Dan R. Duncan and Debra A. Duncan served as officers
        of J.C. Duncan Company, Inc. and related companies (the "Duncan
        Companies") prior to the Company's acquisition of the Duncan Companies
        on November 30, 1995, and continue to serve as officers thereof.

(6)     Jannette T. Duncan is the grantor and sole trustee of the Jannette T.
        Duncan Annuity Trusts No.'s One through Four.

(7)     Robert C. Duncan is the grantor and sole trustee of the Robert C.
        Duncan Annuity Trusts Numbers One through Four.




                                     -10-

<PAGE>   12


(8)     Equals approximately 1.9% of the outstanding shares of Common Stock as
        of the date of this Prospectus.

(9)     Equals approximately 3.8% of the outstanding shares of Common Stock as
        of the date of this Prospectus.


                              PLAN OF DISTRIBUTION

        The Selling Stockholders may sell or distribute some or all of the
Shares from time to time through underwriters or 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 Nasdaq,
privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, 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, agents or underwriters 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, agent or underwriter might be in
excess of those customary in the type of transaction involved. This Prospectus
also may be used, with the Company's 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.

        The Selling Stockholders and any such underwriters, brokers, dealers or
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 underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities
Act. Neither the Company nor the Selling Stockholders can presently estimate
the amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.

        Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days 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 Rules 10b-5, 10b-6 and 10b-7, 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.

        The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.




                                     -11-

<PAGE>   13


        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. In addition, in certain states the Common Stock
may not be sold unless the Common Stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.

                          DESCRIPTION OF CAPITAL STOCK

        The First Amended and Restated Certificate of Incorporation, as
amended, of the Company (the "Certificate of Incorporation") authorizes capital
stock consisting of 350,000,000 shares of Common Stock, par value $.01 per
share, and 5,000,000 shares of preferred stock ("Preferred Stock"). There were
75,802,422 shares of Common Stock, and no shares of Preferred Stock, issued and
outstanding as of December 4, 1995. The following summary description of the
capital stock of the Company is qualified in its entirety by reference to the
Certificate of Incorporation and Bylaws of the Company, copies of which have
been filed as exhibits to the Registration Statement of which this Prospectus
is a part.

        COMMON STOCK.  The holders of shares of Common Stock have equal pro
rata rights to dividends if, as and when declared by the Company's Board of
Directors; do not have any preemptive subscription or conversion rights; and
have one vote per share on all matters upon which the stockholders of the
Company may vote at all meetings of stockholders. There are no redemption or
sinking fund provisions applicable to the Common Stock. The holders of the
Common Stock of the Company do not have cumulative voting rights. As a result,
the holders of a majority of the shares voting for the election of directors
can elect all the members of the Board of Directors.

        PREFERRED STOCK.  No shares of Preferred Stock are currently
outstanding. The Board of Directors is authorized to divide the Preferred Stock
into series and, with respect to each series, to determine the dividend rights,
dividend rate, conversion rights, voting rights, redemption rights and terms,
liquidation preferences, the number of shares constituting the series, the
designation of such series and such other rights, qualifications, limitations
or restrictions as the Board of Directors may determine. The Board of Directors
could, without shareholder approval, issue Preferred Stock with voting rights
and other rights that could adversely affect the voting power of holders of
Common Stock and such stock could be used to prevent a hostile takeover of the
Company. The Company has no present plans to issue any shares of Preferred
Stock.

        CERTIFICATE OF INCORPORATION AND BYLAWS.  The Company's Certificate of
Incorporation was amended on November 28, 1995 to (i) change the Company's
corporate name to Republic Industries, Inc., and (ii) to eliminate all
provisions relating to classes of the Board of Directors.  The directors of the 
Company are elected each year at the annual meeting of the shareholders for 
terms of one year and until their successors are elected and qualified; 
existing directors may nominate and elect qualified persons to fill vacancies 
on the Board of Directors. The Company's Bylaws provide that directors may be 
removed for cause by vote of two-thirds of the other directors or by vote of a 
majority of stockholders, and may be removed without cause by the vote of a 
majority of stockholders at a meeting called for such purpose.

        TRANSFER AGENT AND REGISTRAR.  The Transfer Agent and Registrar for the
Common Stock is First Interstate Bank of Texas, N.A.

                           LEGAL MATTERS AND EXPERTS

   
        The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A. Attorneys employed by Akerman,
Senterfitt & Eidson, P.A. beneficially own an aggregate of 303,800 shares of
Common Stock as of the date of this Prospectus.
    




                                     -12-

<PAGE>   14


        The consolidated financial statements, schedules and supplemental
consolidated financial statements for the Company and the combined financial
statements of Cana First Corporation, doing business as Scott Security Systems,
and affiliates, incorporated by reference in this Prospectus and in the 
Registration Statement have been audited by Arthur Andersen LLP, independent 
certified public accountants, to the extent and for the periods as indicated 
in their reports with respect thereto. The financial statements and schedules 
referred to above have been incorporated by reference herein in reliance upon 
authority of said firm as experts in accounting and auditing in giving said 
reports.

        The financial statements of United Waste Service, Inc. incorporated by
reference in this Prospectus and in the Registration Statement have been
audited by Jones and Kolb, independent certified public accountants, as
indicated in their report with respect thereto, and have been incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

        The consolidated financial statements of Southland Environmental
Services, Inc. and subsidiaries incorporated by reference in this Prospectus
and in the Registration Statement have been audited by Grenadier, Appleby,
Collins & Company, independent certified public accountants, as indicated in
their report with respect thereto, and have been incorporated by reference
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.

        The combined financial statements of J.C. Duncan Company, Inc. and 
affiliates incorporated by reference in this Prospectus and in the Registration
Statement have been audited by Hendrix, Sutton & Associates LLP, independent
certified public accountants, as indicated in their report with respect
thereto, and have been incorporated by reference herein in reliance upon the 
authority of said firm as experts in accounting and auditing in giving said 
report.

        The financial statements of Garbage Disposal Service, Inc. incorporated
by reference in this Prospectus and in the Registration Statement have been
audited by Farris, Cooke & Associates, P.A., independent certified public
accountants, as indicated in their report with respect thereto, and have been
incorporated by reference herein in reliance upon the authority of said firm 
as experts in accounting and auditing in giving said report.

        The combined financial statements of Fennell Container Co. Inc. 
and affiliates incorporated by reference in this Prospectus and in the 
Registration Statement have been audited by Gamble, Givens & Moody, P.A., 
independent certified public accountants, as indicated in their report with 
respect thereto, and have been incorporated by reference herein in reliance 
upon the authority of said firm as experts in accounting and auditing in giving 
said report.



                                    -13-

<PAGE>   15

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   
        The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994,
specifically including the Company's Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 1995, the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, the Company's Quarterly report on Form 10-Q
for the quarter ended September 30, 1995, the Company's Current Report on Form
8-K/A dated September 26, 1995 and the Company's Current Report on Form 8-K/A
dated November 30, 1995; (iii) the Company's Proxy Statement dated July 24,
1995 relating to the Special Meeting of Stockholders held August 3, 1995; and
(iv) the Company's Information Statement mailed to stockholders on or about
November 8, 1995. 
    

        All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document or information
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document that also
is, or is deemed to be, incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.


        THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO COURTLAND D. PEDDY, SECRETARY, REPUBLIC INDUSTRIES, INC., 200 EAST
LAS OLAS BOULEVARD, SUITE 1400, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE:
(305) 627-6000.


                                    -14-

<PAGE>   16

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Registration Statement. All of
such expenses, other than the filing fee for the Commission, are estimates.

   
<TABLE>
 <S>                                                                                     <C>
 Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . .    $133,004.71

 Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  5,000
                                                                                           
 Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 10,000   
                                                                                           
 Accounting Fees and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 35,000   
                                                                                           
 Blue Sky Fees and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  1,000
                                                                                          -----------
   Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $184,004.71
                                                                                          ===========
</TABLE>

____________________________
    



ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit.

        Article VII of the Bylaws of the Company provide that to the fullest
extent and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law
of the State of Delaware, the Company shall 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, other than an action by or in the right of the Company, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company 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 in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination of an 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 he reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.




                                     II-1
<PAGE>   17


        The Bylaws provide that any decision as to indemnification shall be
made: (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Indemnification pursuant to
these provisions is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer. The Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer.

        Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as he/she would have
with respect to such constituent corporation if its separate existence had
continued.

        Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.

ITEM 16. EXHIBITS

The following exhibits are filed as part of this Registration Statement:

NUMBER     EXHIBIT DESCRIPTION
- ------     -------------------

3.1        First Amended and Restated Certificate of Incorporation of
           Republic Industries, Inc. (incorporated by reference from Exhibit  
           3.1 to the Company's Registration Statement on Form S-3, file 
           number 33-62489).
   
3.2**      Certificate of Amendment to the First Amended and Restated
           Certificate of Incorporation of Republic Waste Industries, Inc.

5.1*       Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of
           the Shares.

23.1       Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit
           5.1 above).

23.2**     Consent of Arthur Andersen LLP

23.3**     Consent of Grenadier, Appleby, Collins & Company

23.4**     Consent of Jones and Kolb

23.5**     Consent of Hendrix, Sutton & Associates LLP

23.6**     Consent of Farris, Cooke & Associates, P.A. 

23.7**     Consent of Gamble, Givens & Moody, P.A.
___________________________
*  FILED HEREWITH.
** Previously filed.
    




                                     II-2
<PAGE>   18


ITEM 17. 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:

                                  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 this 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 this Registration
                                  Statement. Notwithstanding the foregoing, any
                                  increase or decrease in volume of securities
                                  offered (if the total dollar value of
                                  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
                                  this Registration Statement;

                                  iii)    To include any material information
                                  with respect to the plan of distribution not
                                  previously disclosed in this Registration
                                  Statement or any material change to such
                                  information in this Registration Statement.

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 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 this Registration Statement 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.

        (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




                                     II-3
<PAGE>   19


                 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 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.




                                     II-4
<PAGE>   20

                                   SIGNATURES

   
        Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Amendment No. 1 to Form S-3 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Ft. Lauderdale, State of Florida, on December 28, 1995.
    

                           REPUBLIC INDUSTRIES, INC.

                           By:  /s/ Michael R. Carpenter                     
                               -----------------------------
                               Michael R. Carpenter                          
                               Vice President and Controller                 
   
    

   
        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Form S-3 registration statement has been signed by the
following persons in the capacities indicated on December 28, 1995.
    

   
<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                           
               ---------                                 -----                           
 <S>                                    <C>                                       
                   *                    Chairman of the Board and                                     
 -------------------------------------  Chief Executive Officer                                       
 H. Wayne Huizenga                      (Principal Executive Officer) 
                                                                                                      
                   *                    
 -------------------------------------  President and Director                                        
 Harris W. Hudson                                                                                     
                                                                                                      
                   *                    Executive Vice President and                                  
 -------------------------------------  Chief Financial Officer                                       
 Gregory K. Fairbanks                   (Principal Financial Officer)                          
                                                                                                      
 /s/ Michael R. Carpenter               
 -------------------------------------  Vice President and Controller                                 
 Michael R. Carpenter                   (Principal Accounting Officer)                                
                                                                                                      
                   *                    Vice Chairman of the Board                                    
 -------------------------------------                                                                
 Michael G. DeGroote                                                                                  
                                                                                                      
                   *                    Director                                                      
 -------------------------------------                                                                
 J.P. Bryan                                                                                           
                                                                                                      
                   *                    Director                                                      
 -------------------------------------                                                                
 Rick L. Burdick                                                                                      
                                                                                                      
                   *                    Director                                                      
 -------------------------------------                                                                
 George D. Johnson, Jr.                                                                               
                                                                                                      
                   *                    Director                                                      
 -------------------------------------                                                             
 John J. Melk


*By: /s/ Michael R. Carpenter
     ------------------------
     Michael R. Carpenter
     Attorney-In-Fact

</TABLE>
    


                                     II-5

<PAGE>   1
                                                                     EXHIBIT 5.1

                       AKERMAN, SENTERFITT & EIDSON, P.A.
                               ATTORNEYS AT LAW
   
                            One S.E. Third Avenue
                                  28th Floor
                           Miami, Florida  33131-2948
    
                                 (305) 374-5600
                            Telecopy (305) 374-5095

   
                              December 28, 1995
    

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

   
                 RE:      REPUBLIC INDUSTRIES, INC.
    
                          AMENDMENT NO. 1 TO REGISTRATION 
                          STATEMENT ON FORM S-3
   
                          FILE NUMBER 33-65289
    

Ladies and Gentlemen:

   
         We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of Amendment No. 1 to
a Registration Statement on Form S-3, file number 33-65289 (the "Registration 
Statement") under the Securities Act of 1933, as amended.  The Registration 
Statement relates to an aggregate of 12,937,984 shares of the Company's common 
stock, par value $0.01 per share, all of which are issued and outstanding (the 
"Shares").
    

         We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein.  In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.

         Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the Shares have been duly and validly authorized and are validly
issued, fully paid and nonassessable.
<PAGE>   2

Securities and Exchange Commission
   
December 28, 1995
    
Page 2                        


         The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.

         This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters and Experts" in the prospectus which is part of the Registration
Statement.

                                        Very truly yours,

                                        AKERMAN, SENTERFITT & EIDSON, P.A.


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