<PAGE> 1
As filed with the Securities and Exchange Commission on July 3, 1996.
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 INDUSTRIES, INC.
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
AND
HUDSON MANAGEMENT CORPORATION 401(K) PROFIT SHARING PLAN
(Full title of the plans)
RICHARD L. HANDLEY COPY TO:
REPUBLIC INDUSTRIES, INC.
200 E. LAS OLAS BOULEVARD, SUITE 1400 CHRISTOPHER S. MORTER
FORT LAUDERDALE, FLORIDA 33301 REPUBLIC INDUSTRIES, INC.
(954) 627-6000 200 E. LAS OLAS BOULEVARD, SUITE 1400
(Name, address, including zip code, FORT LAUDERDALE, FLORIDA 33301
and telephone number, including (954) 627-6000
area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered (1) Per Share (2) Offering Price (2) Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 20,010,000 shares $26.6875 $534,016,875 $184,143.75
per share
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(footnotes on following page)
<PAGE> 2
(1) The 20,010,000 shares of Common Stock being registered hereby include
(i) 20,000,000 shares of Common Stock authorized for issuance upon
exercise of options under the Republic Industries, Inc. Amended and
Restated 1995 Stock Option Plan and (ii) 10,000 shares representing the
maximum number of shares that the Registrant anticipates will be purchased
by the Hudson Management Corporation 401(k) Profit Sharing Plan. Pursuant
to Rule 416 under the Securities Act of 1933, this Registration Statement
also includes an indeterminate number of additional shares that may become
issuable pursuant to the antidilution adjustment provisions of the Plans
and an indeterminate number of plan interests to be offered or sold
pursuant to the Hudson Management Corporation 401(k) Profit Sharing Plan.
(2) Estimated solely for purposes of calculating the applicable registration
fee, the proposed maximum offering price per share is $26.6875, which
amount represents the average of the high and low per share sales prices
of the Common Stock on July 2, 1996, as reported on the Nasdaq National
Market.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plans 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
Registration Statement 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 Hudson Management Corporation 401(k)
Profit Sharing Plan (the "401(k) Plan") on Form 11-K for the fiscal year ended
December 31, 1995.
(3) All reports filed by the Registrant or the 401(k) 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.
(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
401(k) 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.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock registered hereby has been passed upon by
Richard L. Handley, Senior Vice President, General Counsel and Secretary of the
Registrant.
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, 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.
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<PAGE> 5
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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<PAGE> 6
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as follows:
<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
23.1 Consent of Counsel (included in Exhibit 5.1)
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 401(k) 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.
II-4
<PAGE> 7
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 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
II-5
<PAGE> 8
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)
II-6
<PAGE> 9
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 caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on July 1, 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 Registration Statement 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 3, 1996
- --------------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Harris W. Hudson President and Director July 3, 1996
- ---------------------------
Harris W. Hudson
/s/ Michael R. Carpenter Vice President and Controller July 3, 1996
- --------------------------- (Principal Accounting and
Michael R. Carpenter Financial Officer)
/s/ Michael G. DeGroote Vice Chairman of the Board July 3, 1996
- ---------------------------
Michael G. DeGroote
/s/ J.P. Bryan Director July 3, 1996
- ---------------------------
J.P. Bryan
</TABLE>
II-7
<PAGE> 10
<TABLE>
<S> <C> <C>
/s/ Rick L. Burdick Director July 3, 1996
- ---------------------------
Rick L. Burdick
/s/ George D. Johnson, Jr. Director July 3, 1996
- ---------------------------
George D. Johnson, Jr.
/s/ John J. Melk Director July 3, 1996
- ---------------------------
John J. Melk
</TABLE>
The 401(k) Plan. Pursuant to the requirements of the Securities Act, the
Hudson Management Corporation 401(k) Profit Sharing Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned trustees,
thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on
July 1, 1996.
HUDSON MANAGEMENT CORPORATION
401(K) PROFIT SHARING PLAN
By: /s/ Harris W. Hudson
-------------------------------
Harris W. Hudson, Trustee
By: /s/ Peter Wright
-------------------------------
Peter Wright, Trustee
By: /s/ Kim Riehn
-------------------------------
Kim Riehn, Trustee
II-8
<PAGE> 11
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
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Independent Certified Public Accountants
</TABLE>
<PAGE> 1
Exhibit 5.1
Opinion of Counsel
<PAGE> 2
July 3, 1996
Republic Industries, Inc.
200 E. Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
Re: Republic Industries, Inc. Amended and Restated 1995 Stock Option
Plan and Hudson Management Corporation 401(k) Profit Sharing Plan
Gentlemen:
The undersigned is General Counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"). In connection with the preparation and filing of
a Form S-8 Registration Statement relating to the Company's Amended and
Restated 1995 Stock Option Plan and the Hudson Management Corporation 401(k)
Profit Sharing Plan (the "Plans"), I have examined originals or copies of
corporate records, certificates of public officials and of officers of the
Company and other instruments relating to the authorization and issuance of
such shares of Common Stock as I have deemed relevant and necessary for the
opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the Plans and the
proposed offer thereunder of up to 20,010,000 shares of Common Stock have been
duly authorized by the Board of Directors of the Company, and the shares, when
issued in accordance with the terms and conditions of the Plans, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8 and further consent to the use of my name
wherever appearing in the Form S-8.
Sincerely,
/s/ Richard L. Handley
-----------------------------
Richard L. Handley
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
Exhibit 23.02
Consent of Independent Certified Public Accountants
<PAGE> 2
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
March 26, 1996 included in Republic Industries, Inc.'s Form 10-K for the year
ended December 31, 1995. We also consent to the incorporation by reference in
this registration statement of 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 1, 1996.
