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REGISTRATION NO. 333-08479
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REPUBLIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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200 East Las Olas Blvd., Suite 1400
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (954) 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)
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RICHARD L. HANDLEY
Senior Vice President
Republic Industries, Inc.
200 East Las Olas Blvd., Suite 1400
Ft. Lauderdale, Florida 33301
(954) 627-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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.
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Registration Statement File No. 333-08479
PROSPECTUS
4,616,530 SHARES
[REPUBLIC INDUSTRIES, INC. LOGO]
COMMON STOCK
This Prospectus relates to an aggregate of 4,616,530 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 private placement transactions and
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 or their pledgees 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
prior 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 September 30, 1996, the last
reported sales price for the Common Stock as reported by Nasdaq was $29.00
per share.
Prospective investors should carefully consider the matters set forth under
the caption "Risk Factors" located on page 5 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.
October ___, 1996
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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
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PAGE
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Available Information................................................................. 2
The Company........................................................................... 3
Risk Factors.......................................................................... 3
Use of Proceeds....................................................................... 9
Selling Stockholders.................................................................. 9
Plan of Distribution.................................................................. 9
Description of Capital Stock.......................................................... 10
Legal Matters and Experts............................................................. 11
Incorporation of Certain Documents by Reference....................................... 12
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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 SEC also maintains a site on the
World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. 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.
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THE COMPANY
GENERAL
The Company is a holding company with major business segments in
integrated solid waste collection, disposal and recycling services, electronic
security services for commercial and residential use, and vehicle retailing and
related businesses. As of June 30, 1996,the Company owned or operated 15 solid
waste landfills and provides collection service to over 1,200,000 residential,
commercial and industrial customers, and provides related environmental
services. The Company provides security monitoring services to over 194,000
businesses and residences, predominately in Florida, Colorado, Illinois and
Maryland. The Company recently completed the acquisition of CarChoice, Inc.
("CarChoice"), a developer and operator of used car superstores. The Company's
strategy is to grow aggressively as a diversified company through internal
growth and by acquiring and integrating additional solid waste collection,
disposal and recycling businesses, electronic security services businesses and
automotive businesses, as well as by acquiring and expanding businesses in other
industries.
The Company has three significant pending acquisitions of other companies:
AutoNation Incorporated ("AutoNation"), a privately-owned company that is
developing a chain of vehicle retailing megastores, Addington Resources, Inc.
("Addington"), a company primarily engaged in the solid waste services industry
and Continental Waste Industries, Inc. ("Continental"), a company primarily
engaged in the solid waste services industry (collectively, the "Pending
Republic Acquisitions"). An aggregate of approximately 43.6 million shares of
Common Stock would be issued in connection with the Pending Republic
Acquisitions, which are expected to be consummated in the fourth quarter of
1996. The Company anticipates reserving an additional aggregate of approximately
1.6 million shares of Common Stock issuable upon future exercises of warrants
and options to be assumed in the Pending Republic Acquisitions. The AutoNation
transaction is subject to the approval of the Company's stockholders, the
Addington transaction is subject to approval of Addington stockholders and the
Continental transaction is subject to approval of Continental stockholders. Each
of the Pending Republic Acquisitions is subject to other customary closing
conditions, including receipt of regulatory approvals.
In November 1995, the Company changed its name to Republic Industries,
Inc. from Republic Waste Industries, Inc. 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 (954) 627-6000.
RECENT DEVELOPMENTS
Pending Acquisition of AutoNation. In May 1996, the Company entered into a
merger agreement (the "AutoNation Agreement") with RI/ANI Merger Corp., a
Florida corporation and wholly-owned subsidiary of the Company, AutoNation, H.
Wayne Huizenga, Steven R. Berrard and JM Family Enterprises, Inc., a Delaware
corporation ("JMFE"), which provides for the acquisition of AutoNation by the
Company in a merger transaction (the "AutoNation Merger"). AutoNation is a
privately-owned company developing a chain of vehicle retailing megastores. The
AutoNation Agreement provides that the Company will issue 17,467,248 shares of
Common Stock in exchange for all of the outstanding shares of common stock of
AutoNation. In addition, the Company will reserve an additional 480,372 shares
of Common Stock issuable in the future upon the exercise of outstanding stock
options of AutoNation. Concurrent with the execution of the AutoNation
Agreement, the Company and AutoNation also entered into a loan agreement
pursuant to which the Company is providing AutoNation a line of credit until the
closing of the AutoNation Merger. As of September 30, 1996, the Company had
advanced approximately $113 million to AutoNation under such line of credit.
The AutoNation Merger will be accounted for using the purchase method of
accounting and is intended to be tax-free to AutoNation shareholders.
Consummation of the AutoNation Merger, which is expected to close in the
fourth quarter of 1996, is subject to approval by the Company's stockholders
and other customary closing conditions, including receipt of regulatory
approval.
In the event that the AutoNation acquisition by the Company is consummated,
the following changes in the Company's management are anticipated. It is
anticipated that Steven R. Berrard, Chief Executive Officer of AutoNation, will
be named President and Chief Operating Officer of the Company and will be
appointed to the Board of Directors of the Company, while remaining in his
capacity of Chief Executive Officer of AutoNation. Harris W. Hudson, currently
President of the Company, is expected to be elevated to the office of Vice
Chairman of the Company; Mr. Hudson will continue to handle his present
responsibilities with respect to the Company's existing operations. Lawrence S.
Rich, a director of AutoNation, is also expected to be appointed to the Board of
Directors of the Company following consummation of the AutoNation acquisition.
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Except as described herein, it is expected that all of the Company's other
directors and executive officers as of the date hereof will remain in their
positions following the Pending Republic Acquisitions.
Pending Acquisition of Addington. In June 1996, the Company entered into a
definitive merger agreement (the "Addington Merger Agreement") with Addington.
Addington is a solid waste services company. The Addington Merger Agreement
provides that each share of common stock of Addington will be exchanged in a
merger transaction (the "Addington Merger"), on a tax-free basis, for 0.9 of a
share of Common Stock. It is contemplated that an aggregate of approximately
14,014,651 shares of Common Stock will be issued in connection with the
Addington Merger. Republic anticipates reserving approximately 362,700
additional shares of Common Stock issuable in the future upon the exercise of
outstanding stock options of Addington. Consummation of the Addington Merger,
which will be accounted for as a pooling of interests business combination, is
subject to approval by Addington's stockholders and other customary closing
conditions, including receipt of regulatory approval. Certain stockholders of
Addington, representing approximately 45% of Addington's outstanding common
stock, have granted irrevocable proxies to Republic to vote their shares in
favor of the transaction, which is expected to close during the fourth quarter
of 1996.
Pending Acquisition of Continental. In June 1996, the Company entered into
a definitive merger agreement (the "Continental Merger Agreement") with
Continental. Continental is a solid waste services company. The Continental
Merger Agreement provides that each share of common stock of Continental will be
exchanged in a merger transaction (the "Continental Merger"), on a tax-free
basis, for 0.8 of a share of Common Stock. It is contemplated that an aggregate
of approximately 11,395,000 shares of Common Stock will be issued in connection
with the Continental Merger. The Company anticipates reserving an additional
726,000 shares of Common Stock issuable in the future upon the exercise of
outstanding options and warrants of Continental. Consummation of the Continental
Merger, which will be accounted for as a pooling of interests business
combination, is subject to approval by Continental's stockholders and other
customary closing conditions, including receipt of regulatory approval. Certain
stockholders of Continental, representing approximately 25% of Continental's
outstanding common stock, have granted irrevocable proxies to the Company to
vote their shares in favor of the transaction, which is expected to close during
the fourth quarter of 1996.
Termination of Agreement to Acquire ADT Limited. In September 1996, the
Company announced that the Agreement and Plan of Amalgamation, dated as of July
1, 1996 and amended as of July 15, 1996 (the "ADT Agreement"), by and among the
Company, R.I./Triangle, Ltd. and ADT Limited, a Bermuda corporation ("ADT"),
which provided for the acquisition of ADT by the Company, had been terminated by
mutual agreement of the parties. In connection with the execution of the ADT
Agreement, ADT granted to the Company a warrant to purchase 15,000,000 common
shares of ADT at a purchase price of $20 per share, subject to certain
antidilution adjustments. The warrant became exercisable upon the termination of
the ADT Agreement and remains exercisable until March 1997. Pursuant to the
terms of the warrant, ADT has granted to the Company certain registration rights
with respect to the common shares of ADT issuable to the Company upon exercise
of the warrant.
No assurance can be given that the AutoNation Merger, the Continental
Merger or the Addington Merger will be consummated.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements and information under the captions "The Company," and
"Risk Factors," and elsewhere in this Prospectus (including documents
incorporated herein by reference, see "Incorporation of Certain Documents by
Reference"), constitute "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, the ability to develop and implement
operational and financial systems to manage rapidly growing operations;
competition in the Company's existing and potential future lines of business;
the ability to integrate and successfully operate acquired businesses and the
risks associated with such businesses; the ability to obtain financing on
acceptable terms to finance the Company's growth strategy and for the Company
to operate within the limitations imposed by financing arrangements; and other
factors referenced in this Prospectus. See "Risk Factors."
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.
Uncertainties in Integrating Operations and Achieving Cost Savings. The
Company, Addington, Continental and AutoNation are large enterprises, with
operations in different markets. The success of any business combination,
including each of the Pending Republic Acquisitions, is in part dependent on the
ability following the transaction to consolidate operations, integrate
departments, systems and procedures and thereby obtain business efficiencies,
economies of scale and related cost savings. The consolidation of operations,
the integration of departments, systems and procedures and the relocation of
staff present significant management challenges. The challenges posed may be
particularly significant because integrating the Pending Republic Acquisitions
must be addressed contemporaneously. There can be no assurance that future
consolidated results will improve as a result of the Pending Republic
Acquisitions, or as to the timing or extent to which cost savings and
efficiencies will be achieved.
Consummation of Pending Republic Acquisitions; Dilution. While management
of the Company remains committed to consummating each of the Pending Republic
Acquisitions, there can be no assurance that the consents and approvals required
for each of such acquisitions will be obtained, that the other conditions
necessary for the consummation of such acquisitions will be satisfied or that
such acquisitions will otherwise be consummated. The issuance of additional
shares of Common Stock upon closing of the Pending Republic Acquisitions, upon
exercise of warrants or options, or upon completion of other acquisitions or
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.
Assuming the consummation of each of the Pending Republic Acquisitions, the
current stockholders of each of the following companies will own approximately
the following percentages of the outstanding shares of Common Stock: Republic
(81.4%); AutoNation (7.5%); Continental (5.1%); and Addington (6.0%).
Control of the Company. As of June 30, 1996, H. Wayne Huizenga, Chairman
of the Board and Chief Executive Officer of Republic, Michael G. DeGroote, Vice
Chairman of the Board of Republic, Harris W. Hudson, a Director and the
President of Republic (and Mr. Huizenga's brother-in-law), and John J. Melk, a
Director of Republic, beneficially owned an aggregate of approximately
83,613,179 shares of Common Stock (including shares beneficially owned by
certain of their spouses, with respect to which they each respectively disclaim
beneficial ownership, and including warrants and options exercisable within 60
days of June 30, 1996 for an aggregate of 29,730,622 shares of Common Stock), or
an aggregate of approximately 39% of the issued and outstanding shares of Common
Stock (assuming the exercise of all warrants and options exercisable within 60
days of June 30, 1996 owned by such persons). Messrs. Huizenga, DeGroote, Hudson
and Melk acting together are, and, after the Pending Republic Acquisitions are
consummated, will be, able to exert considerable influence over the election of
the Company's directors and the outcome of corporate actions requiring
stockholder approval.
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Dependence on Key Personnel. The Company's future success depends to a
significant extent on its management team. 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 Company's business, financial condition and future
prospects.
Possible Depressing Effect of Future Sales of the Company's Common
Stock. Future sales of the Shares, or the perception that such sales could
occur, could adversely affect the market price of the Company's 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 Company's Common
Stock. Since August 1995 and as of June 30, 1996, Republic has registered for
sale, from time to time on a continuous basis under several shelf registration
statements, by certain selling stockholders an aggregate of 177,983,456 shares
of the Company's Common Stock. In addition, Republic intends to continue to
issue the Company's Common Stock in connection with certain of its acquisitions
or in other transactions. Such securities may be subject to resale restrictions
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 to the public. In the event of the
issuance and subsequent resale of a substantial number of shares of the
Company's Common Stock, or a perception that such sales could occur, there could
be a material adverse effect on the prevailing market price of the Company's
Common Stock.
Limited Operations in Automotive Businesses. The Company has a limited
history of operations in vehicle retailing and related businesses. Prior to its
acquisition of CarChoice in August 1996, the Company had no history of
operations in the used vehicle retailing industry. The Company currently
anticipates that it will, through acquisitions, including the acquisition of
AutoNation, rapidly expand its operations in new and used vehicle retailing and
related businesses. Operations of CarChoice and AutoNation did not generate
revenue until 1996. CarChoice operates two used vehicle superstores and
AutoNation operates three ValuStop(TM) used vehicle stores, and neither
CarChoice nor AutoNation has operated profitably since inception. AutoNation is
developing a chain of vehicle retailing megastores and anticipates opening its
first AutoNation USA(TM) megastore in the fourth quarter of 1996. The success of
the Company's aggressive development plans in the vehicle retailing business is
dependent on a number of factors including, but not limited, to economic
conditions, competitive environment, adequate capital, accurate site selection,
supply of new and used vehicles, consumer acceptance of the megastore concept in
vehicle retailing, vehicle manufacturers' approval and control over new vehicle
dealer franchises, and the building of brand recognition. There can be no
assurance that the Company will be successful in the vehicle retailing industry
or in any related automotive industries which it enters.
Need for Substantial Additional Capital. The Company's strategy is to
aggressively grow as a diversified company by acquiring and integrating existing
solid waste collection, disposal and recycling companies, electronic security
services companies, vehicle retailing and related automotive businesses, and
companies in other lines of business, as well as through internal growth in such
industries. As of September 30, 1996, the Company had substantially no debt and
had approximately $150 million in cash available for general corporate purposes
as well as a $250 million credit facility (which presently has no outstanding
borrowings). The Company believes that additional capital may be necessary to
fully capitalize on acquisition and expansion opportunities that may become
available to the Company. There can be no assurance that additional financing
will be available on a timely basis, if at all, or that it will be available on
terms acceptable to the Company. In the event that adequate financing is not
available or is not available in the amounts or on terms acceptable to the
Company, the implementation of the Company's acquisition and expansion strategy
could be impeded.
Impediments to Completing Future Acquisitions. The Company's future growth
strategy depends on its ability to identify and acquire appropriate solid waste
collection, disposal and recycling companies, electronic security services
companies, vehicle retailing and related automotive companies, and companies
operating in other lines of business, to integrate the acquired operations
effectively and to increase its market share in such businesses. A number of the
Company's competitors are better known companies, with significantly greater
financial resources. There can be no assurance that the Company will be able to
identify viable acquisition candidates, that any identified candidates will be
acquired, that acquired companies will be effectively integrated to realize
expected efficiencies and economies of scale, or that any such acquisitions
will prove to be profitable. Acquisition of companies requires the expenditure
of sizeable amounts of capital, and the intense
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competition among companies pursuing similar acquisitions may further increase
such capital requirements. In the event that acquisition candidates are not
identifiable or acquisitions are prohibitively costly, the Company may be forced
to alter its future growth strategy. As the Company continues to pursue its
acquisition strategy in the future, its stock price, financial condition and
results of operations may fluctuate significantly from period to period.
Risks Associated with Acquisitions. There may be liabilities which the
Company fails or is unable to discover in the course of performing due diligence
investigations on each company or business it seeks to acquire, including
liabilities arising from non-compliance with certain federal, state or local
environmental laws by prior owners, and for which the Company, as a successor
owner, may be responsible. The Company generally seeks to minimize its exposure
to such liabilities by obtaining indemnification from each former owner, which
may be supported by deferring payment of a portion of the purchase price.
However, there is no assurance that such indemnifications, even if obtainable,
enforceable and collectible (as to which there also is no assurance), will be
sufficient in amount, scope or duration to fully offset the possible liabilities
arising from the acquisitions.
Environmental Regulation. The collection and disposal of solid waste,
operation of landfills and rendering of related environmental services are
subject to certain federal, state and local requirements which regulate health,
safety, 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. It 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. Applicable
requirements are enforceable by injunctions and fines or penalties, including
criminal penalties. These regulations are administered by the United States
Environmental Protection Agency ("EPA") and various other federal, state and
local environmental and health and safety agencies and authorities, including
the Occupational Safety and Health Administration ("OSHA") of the United States
Department of Labor. In addition, certain of the Company's waste disposal
operations that traverse state boundaries could be adversely affected if the
federal government or the state in which a landfill is located limits or
prohibits, imposes discriminatory fees on, or otherwise seeks to discourage the
disposal, within state boundaries, of waste collected outside of the state.
The Solid Waste Disposal Act ("SWDA"), as amended by the Resource
Conservation and Recovery Act of 1976, as amended ("RCRA"), and the regulations
promulgated thereunder establish a framework for regulating the storage,
collection and disposal of non-hazardous solid wastes. Subtitle D of RCRA
establishes a framework for regulating the disposal of municipal solid wastes.
In October 1991, the EPA imposed minimum federal comprehensive solid waste
management criteria and guidelines, on, among other things, location
restrictions, facility design and operating criteria, closure and post-closure
requirements, groundwater monitoring requirements and corrective action
standards, many of which had not previously been in effect or enforced.
Compliance with Subtitle D regulations has resulted in significant increases in
costs. If environmental laws become more stringent, the Company's environmental
capital expenditures and costs for environmental compliance may increase in the
future. In addition, due to the possibility of unanticipated factual or
regulatory developments, the amounts and timing of future environmental
expenditures could vary substantially from those currently anticipated.
The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended ("CERCLA"), imposes liability for damages and the cleanup of
sites from which there is a release or threatened release of a hazardous
substance into the environment on, among others, the current and former owners
and operators of such sites. Liability under CERCLA can be founded upon the
release or threatened release, even as a result of unintentional and
non-negligent action, of thousands of hazardous substances, including very small
quantities of such substances. More than 20% of the sites on the EPA's National
Priorities List which require remediation under CERCLA are solid waste landfills
which ostensibly never received any hazardous wastes. Thus, even if the
Company's landfills or other properties which the Company or companies it
acquires may have owned or operated have never received hazardous wastes, it is
possible that one or more hazardous substances may have come to be located
there. The Company could be liable under CERCLA for the cost of cleaning up such
hazardous substances at the sites and for damages to natural
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resources, even if those substances were deposited at the Company's facilities
before the Company acquired or operated them. CERCLA liability may also attach
to the Company with regard to facilities owned or operated by third parties
where the Company arranged for disposal or treatment of hazardous substances at,
or transportation of hazardous substances to, such a facility, or where the
Company was the waste transporter who selected such facility for treatment or
disposal of hazardous substances. The costs of a CERCLA cleanup can be
significant. Given the difficulty of obtaining insurance for environmental
impairment liability, such liability could have a material impact on the
Company's business, financial condition and future prospects.
The Company currently carries site-specific pollution liability insurance
(for a majority of its facilities), contractors' pollution liability insurance
and professional liability insurance. However, these insurance policies are
limited in scope and coverage. As a result, there can be no assurance that the
level or breadth of such insurance coverages will be sufficient to fully cover
potential claims. In addition, such insurance is becoming increasingly expensive
and difficult to obtain. There can be no assurance that adequate insurance
coverage will be available in the future at an acceptable cost, if at all, or in
sufficient amounts to protect the Company against liabilities. The obligation to
pay any environmental damages claim in excess of the Company's insurance
coverage could have a material adverse effect on the business, financial
condition and future prospects of the Company.
"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. Recently, a trend has emerged on the part of local governmental
authorities to address such concern by adopting 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. In addition, as a result of high incidence of "false" alarms, the
police may, in general, become less responsive to alarm activations. The
continuation of such trend, or perception by the public of such trend, may make
home security systems less attractive to consumers, which could, in turn, have
an adverse effect on the Company's electronic security services business and
operations.
Risks of Pending and Future Legal Proceedings. In addition to the costs of
complying with environmental regulations, waste management companies generally
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 that the
Company is liable for environmental damages. 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 establishing 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 business, financial condition and future prospects. 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. 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.
Unfavorable resolution of any matter individually or in the aggregate could have
a material adverse effect on the Company's business, financial condition and
future prospects.
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. The Company also believes that its
vehicle retail operations could be adversely affected by protracted periods of
inclement weather. There can be no assurance that protracted periods of
inclement weather will not have a material adverse effect on the Company's
business, financial condition and future prospects.
8
<PAGE> 10
Competitive Environment. The solid waste industry, the electronic security
services industry, and the vehicle retailing industry, are all changing as a
result of rapid consolidation and highly competitive environments. The future
success of the Company will be affected by such changes, the nature of which
cannot be forecast with certainty. There can be no assurance that such
developments will not create additional competitive pressures on some or all of
the Company's businesses.
The solid waste industry in North America is led by several large national
waste management companies and numerous regional and local companies, all of
which contribute to the high level of competition. 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 to
municipalities of tax revenues and tax-exempt financing. Furthermore,
alternatives to landfill disposal (such as recycling, incinerating and
composting) 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.
Implementation and adoption of such plans or requirements could have a material
adverse effect on the Company's business, financial condition and future
prospects. There can be no assurance that the Company will be able to compete
effectively in the solid waste industry.
The security alarm industry is highly competitive and highly fragmented.
The electronic security services business of the Company competes with several
large national companies as well as numerous smaller regional and local
companies. Furthermore, new competitors are continuing to enter the industry.
Certain of the Company's competitors have greater financial and other resources
than the Company. Given this competitive business environment, there can be no
assurance that the operations of the Company will be able to compete effectively
in this industry. The existing subscriber base of the Company's electronic
security services business is geographically concentrated in certain
metropolitan areas primarily located in Florida, Colorado, Illinois and
Maryland. Accordingly, the performance of this business segment may be adversely
affected by regional or local economic conditions or regulations. 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 required when
expanding to a new geographic area. There can be no assurance that an expansion
into new geographic areas would generate operating profits.
The vehicle retailing industry in the United States is highly fragmented
and competitive, and is in the early stages of consolidation. The Company
believes that there is no used vehicle retailer currently operating a national
chain of outlets. In addition to AutoNation and CarChoice, several other
companies have announced plans to roll out national chains of used vehicle
megastores over the next few years. These include CarMax, which is a division of
Circuit City Inc., and Driver's Mart, which is owned by several large new
vehicle dealers. In addition, several franchised new vehicle dealers, which have
significant used vehicle operations, have recently filed registration statements
to conduct initial public offerings of their securities, with proceeds targeted
to be used for acquisitions of other dealers. Some of these competitors in the
new and used vehicle retailing industry have significantly greater financial and
operational resources and more established market positions than the Company.
There can be no assurance that the Company will be able to compete effectively
in the vehicle retailing industry or related automotive businesses.
9
<PAGE> 11
USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the
accounts of the Selling Stockholders. This Prospectus also may be used, with
the Company's prior 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 not
receive any proceeds from the sale of the Shares but will pay all expenses
related to the registration of the Shares. See "Plan of Distribution."
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 September 30, 1996 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 4,616,530 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 FOR THE SELLING
SELLING STOCKHOLDER TO THE OFFERING STOCKHOLDER'S ACCOUNT
- -------------------------------------------------------- ------------------- ---------------------
<S> <C> <C>
Johannes Willenpart(1)................................. 556,486 556,486
Julius J. Rutili(2).................................... 591,676 591,676
Brownlow L. Hyder(3)(4)................................ 352,842 352,842
David B. Hyder(3)...................................... 240,434 240,434
James M. Griffin(3).................................... 43,884 43,884
Carroll James Short.................................... 37,624 37,624
Sandra H. Addertion.................................... 6,486 6,486
Kristi L. Hyder........................................ 6,486 6,486
Iris Agajanian......................................... 84,002 84,002
Daniel Agajanian....................................... 252,006 252,006
Robert J. Gallio(6).................................... 64,864 64,864
William J. Gallio(6)................................... 145,009 145,009
Robert J. Gallio, TTEE u/PRW Tr dtd 12/29/89........... 60,667 60,667
Robert J. Gallio, TTEE u/Decedent's Tr under
the Gallio Family Trust dtd 3/11/68 (as amended in
its entirety)........................................ 490,849 490,849
Patricia A. DelGiorgio, TTEE of the DelGiorgio
Charitable Remainder Unitrust dtd 8/21/96............ 70,000 70,000
Robert J. Gallio, TTEE of the Gallio
Charitable Remainder Unitrust dtd 8/19/96............ 70,000 70,000
Patricia Ann DelGiorgio(6)............................. 64,865 64,865
Gallio Family, L.P..................................... 358,154 358,154
James H. Alexander(7).................................. 101,949 101,949
Edward Dusty Rhodes(8)................................. 220,624 220,624
A.L. Rhodes(8)......................................... 661,871(9) 661,871(9)
Robert Glenn Burgess(10)............................... 67,876 67,876
Leon A. Burgess(10).................................... 67,876 67,876
---------- ---------
TOTAL.................................................. 4,616,530 4,616,530
========== =========
</TABLE>
- ---------------
(1) Johannes Willenpart served as an officer of Austronics Security Systems,
Inc. prior to the Company's acquisition of Austronics Security Systems, Inc. on
May 28, 1996 and no longer serves as an officer thereof.
(2) Julius J. Rutili served as an officer of Forest Security System, Inc.
prior to the Company's acquisition of Forest Security Systems, Inc. on May 29,
1996 and continues to serve as an officer thereof.
(3) Brownlow L. Hyder, David B. Hyder and James M. Griffin, each served as
officers of one or more of Hyder Waste Container, Inc. and Recycling Concepts,
Inc. (collectively, the "Hyder Companies") prior to the Company's acquisition of
the Hyder Companies on May 31, 1996.
(4) Of these shares, 21,429 are held by Commonwealth Land Title Co. of North
Carolina as intermediary for Brownlow L. Hyder.
(5) Of these shares, 21,429 are held by Commonwealth Land Title Co. of North
Carolina as intermediary for David B. Hyder.
(6) Robert J. Gallio, William J. Gallio and Patricia Ann DelGiorgio served as
officers of one or more of M-G Disposal Service, Inc., Solid Waste Equipment
Maintenance, Inc., WP Service, Inc., ET Leasing and Oillag Company
(collectively, the "M-G Disposal Companies") prior to the Company's acquisition
of the M-G Disposal Companies on May 31, 1996, and no longer serve as officers
thereof.
(7) James H. Alexander is currently an officer of one of the M-G Disposal
Companies.
(8) Edward Dusty Rhodes and A.L. Rhodes served as officers of Charter Waste
Management Corporation, Inc. prior to the Company's acquisition of Charter Waste
Management Corporation, Inc. on June 27, 1996. Edward Dusty Rhodes continues to
serve as an officer thereof and A.L. Rhodes no longer serves as an officer
thereof.
(9) Of these shares, 441,247 are held by A.L. Rhodes as trustee of The West
Texas K Trust, dated February 27, 1990.
(10) Robert Glenn Burgess and Leon A. Burgess each served as an officer of
Burgess's Refuse Removal Service, Inc. prior to the Company's acquisition of
Burgess's Refuse Removal Service, Inc. on June 28, 1996, and they continue to
serve as officers thereof.
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees 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
10
<PAGE> 12
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.
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 Second Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation") authorizes capital stock
consisting of 500,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of preferred stock ("Preferred Stock"). There were 185,297,663
shares of Common Stock, and no shares of Preferred Stock, issued and
outstanding as of June 30, 1996. 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.
11
<PAGE> 13
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 Certificate of Incorporation was amended on May
15, 1996 to increase the number of authorized shares of Common Stock to
500,000,000 from 350,000,000. 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 Harris Trust and Savings Bank.
LEGAL MATTERS AND EXPERTS
The validity of the Shares offered hereby will be passed upon for the
Company by Richard L. Handley, Senior Vice President and General Counsel of the
Company. Mr. Handley beneficially owns 38,446 shares of Common Stock as of the
date of this Prospectus.
The consolidated financial statements and schedule, supplemental
consolidated financial statements and schedule and consolidated financial
statements and schedule (restated) for the Company as of December 31, 1995 and
1994; the combined financial statements of Hudson Management Corporation and
subsidiaries and Envirocycle Inc. as of September 30, 1994 and 1993; and the
combined financial statements of Denver Alarm and Schaubach as of December 31,
1995, all incorporated by reference in this Prospectus and elsewhere in the
Registration Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent certified public
accountants, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
12
<PAGE> 14
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, 1995; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1995,
specifically including the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, the Company's Current Reports on Form 8-K dated
February 14, 1996, February 27, 1996 (as amended on Form 8-K/A dated February
27, 1996), March 29, 1996, May 8, 1996, May 9, 1996 (as amended on Form 8-K/A
dated May 9, 1996), May 15, 1996, May 20, 1996, May 31, 1996, June 12, 1996,
June 25, 1996, June 27, 1996, July 1, 1996 (as amended on Form 8-K/A dated July
1, 1996), July 15, 1996 and September 30, 1996; (iii) the Company's Proxy
Statement dated April 19, 1996 relating to the 1996 Annual Meeting of
Stockholders held May 10, 1996; and (iv) the Company's Current Report on
Form 8-K/A dated September 26, 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 RICHARD L. HANDLEY, SECRETARY, REPUBLIC INDUSTRIES, INC., 200 EAST
LAS OLAS BOULEVARD, SUITE 1400, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
627-6000.
13
<PAGE> 15
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 . . . . . . . . . . . . . . . . . . . . $33,728.53
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $89,728.53
==========
</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> 16
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 Second Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference from
Exhibit 3.1 to the Company's Post-Effective Amendment No. 3 to
Registration Statement on Form S-1, file number 33-63209).
5.1* Opinion of Counsel as to the validity of the Shares.
23.1* Consent of Counsel (included in Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
- ------------------------------
* PREVIOUSLY FILED.
II-2
<PAGE> 17
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> 18
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> 19
SIGNATURES
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-3 and has duly caused this
registration statement 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 October 2, 1996.
REPUBLIC INDUSTRIES, INC.
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 registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on October 2, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ H. Wayne Huizenga Chairman of the Board and
------------------------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Harris W. Hudson
------------------------------------- President and Director
Harris W. Hudson
/s/ Michael R. Carpenter
------------------------------------- Vice President and Controller
Michael R. Carpenter (Principal Accounting and Principal Financial Officer)
/s/ Michael G. DeGroote Vice Chairman of the Board
-------------------------------------
Michael G. DeGroote
/s/ J.P. Bryan Director
-------------------------------------
J.P. Bryan
/s/ Rick L. Burdick Director
-------------------------------------
Rick L. Burdick
/s/ George D. Johnson, Jr. Director
-------------------------------------
George D. Johnson, Jr.
/s/ John J. Melk Director
-------------------------------------
John J. Melk
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
[S] [C]
3.1 Second Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference from
Exhibit 3.1 to the Company's Post-Effective Amendment No. 3
to Registration Statement on Form S-1, file number 33-63209).
5.1* Opinion of Counsel as to the validity of the Shares.
23.1* Consent of Counsel (included in Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
- ------------------
* PREVIOUSLY FILED.
