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As filed with the Securities and Exchange Commission on July 12, 1996.
Registration No. 33-93742
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
REPUBLIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1105145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 E. LAS OLAS BOULEVARD, SUITE 1400
FORT LAUDERDALE, FLORIDA 33301
(954) 627-6000
(Address, including zip code, and telephone number of
principal executive offices)
REPUBLIC WASTE INDUSTRIES, INC.
1990 STOCK OPTION AND STOCK PURCHASE PLAN
REPUBLIC WASTE INDUSTRIES, INC.
1991 STOCK OPTION PLAN
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
REPUBLIC WASTE INDUSTRIES, INC.
DIRECTOR AND EXECUTIVE WARRANTS
(Full title of the plans)
RICHARD L. HANDLEY
REPUBLIC INDUSTRIES, INC.
200 E. LAS OLAS BOULEVARD, SUITE 1400
FORT LAUDERDALE, FLORIDA 33301
(954) 627-6000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 33-93742) will be sent or given to
employees and directors of Republic Industries, Inc. (the "Registrant" or the
"Company") as specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Amendment
No. 1 to the Registration Statement on Form S-8 (File No. 33-93742) and are
deemed to be a part hereof from the date of the filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Annual Report of the Republic Industries, Inc. Retirement
Savings Plan (the "Retirement Savings Plan") on Form 11-K for the fiscal year
ended December 31, 1995.
(3) All reports filed by the Registrant or the Retirement Savings Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by the Registrant's
1995 Annual Report on Form 10-K or the Retirement Savings Plan's 1995 Annual
Report on Form 11-K.
(4) The description of Common Stock contained in the Registrant's
Registration Statement on Form S-1, File No. 33-42530, as amended, and filed
with the Commission on September 13, 1991, including all amendments or reports
filed for the purpose of updating such description.
(5) All other documents subsequently filed by the Registrant or the
Retirement Savings Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been sold
or that deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which 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 Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock registered hereby has been passed upon by
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Registrant 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 the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
of omission 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 derives an improper personal benefit.
Article VII of the Bylaws of the Registrant provides 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 Registrant 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 Registrant, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
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 Registrant, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination 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 he reasonably believed to be in and not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.
The Bylaws provide that the Registrant 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 or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant 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 him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Registrant,
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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 for
negligence or misconduct in the performance of his duty to the Registrant unless
the court orders otherwise.
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 shareholders. 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 shareholders
or disinterested directors or otherwise and shall continue as to a person who
has ceased to be a director or officer. The Registrant 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
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ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 Second Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's
Post-Effective Amendment No. 3 to Registration
Statement on Form S-1, No. 33-63209)
4.2 Bylaws, as amended, of the Registrant
(incorporated herein by reference to Exhibit 3.2
to the Registrant's Post-Effective Amendment No.
3 to Registration Statement on Form S-1, No. 33-
63209)
5.1 Opinion of Counsel (previously filed)
23.1 Consent of Counsel (previously filed)
23.2 Consent of Independent Certified Public
Accountants
</TABLE>
In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby undertakes
that it has submitted or will submit the Retirement Savings Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner,
and has made or will make all changes required by the IRS in order to qualify
such Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
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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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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;
(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 those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities being 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's articles of
incorporation, bylaws, or otherwise, the Registrant has been advised that in the
opinion
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of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(signatures on following page)
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 this
Registration Statement on Form S-8 or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on July 12, 1996.
REPUBLIC INDUSTRIES, INC.
(Registrant)
By: /s/ H. Wayne Huizenga
--------------------
H. Wayne Huizenga
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement on Form S-8 (File No. 33-93742)
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ H. Wayne Huizenga Chairman of the Board and July 12, 1996
- -------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Harris W. Hudson President and Director July 12, 1996
- -------------------
Harris W. Hudson
/s/ Michael R. Carpenter Vice President and Controller July 12, 1996
- ----------------------- (Principal Accounting &
Michael R. Carpenter Financial Officer)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Michael G. DeGroote Vice Chairman of the Board July 12, 1996
- -----------------------
Michael G. DeGroote
/s/ J.P. Bryan Director July 12, 1996
- --------------
J.P. Bryan
/s/ Rick L. Burdick Director July 12, 1996
- -------------------
Rick L. Burdick
/s/ George D. Johnson, Jr. Director July 12, 1996
- --------------------------
George D. Johnson, Jr.
/s/ John J. Melk Director July 12, 1996
- ----------------
John J. Melk
</TABLE>
The Retirement Savings Plan. Pursuant to the requirements of the Securities
Act, the Retirement Savings Plan has duly caused this Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 33-93742) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on July 12, 1996.
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
By: Republic Industries, Inc., as
Plan Administrator
By: /s/ Courtland D. Peddy
----------------------
Courtland D. Peddy
Vice President and
Corporate Controller
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Second Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's
Post-Effective Amendment No, 3 to Registration
Statement on Form S-1, No. 33-63209)
4.2 Bylaws, as amended, of the Registrant
(incorporated herein by reference to Exhibit 3.2
to the Registrant's Post-Effective Amendment No, 3
to Registration Statement on Form S-1, No. 33-
63209)
5.1 Opinion of Counsel (previously filed)
23.1 Consent of Counsel (previously filed)
23.2 Consent of Independent Certified Public
Accountants
</TABLE>
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Exhibit 23.02
Consent of Independent Certified Public Accountants
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
July 9, 1996 included in Republic Industries, Inc. Retirement Savings Plan's
Form 11-K for the year ended December 31, 1995. We also consent to the
incorporation by reference in this registration statement of our report dated
March 26, 1996 included in Republic Industries, Inc.'s Form 10-K for the year
ended December 31, 1995, and our report dated February 9, 1996 (except with
respect to the matter discussed in Note 11, as to which the date is February 29,
1996) on the combined financial statements of the Schaubach Companies, and our
report dated March 5, 1996 on the combined financial statements of the Denver
Alarm Companies, and our report dated March 15, 1996 on the supplemental
consolidated financial statements of Republic Industries, Inc. and subsidiaries,
all included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1996;
and our report dated May 15, 1996 on the consolidated financial statements
(restated) of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated May 15, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Fort Lauderdale, Florida,
July 12, 1996.
