<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1996.
REGISTRATION NO. 333-01757
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
REPUBLIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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200 East Las Olas Blvd., Ste. 1400
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (305) 627-6000 (I.R.S. Employer
jurisdiction of (Address, including zip code, and Identification
incorporation or telephone number, including area No.)
organization) code of registrant's principal
executive offices)
--------------------------------------------
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Copy to:
RICHARD L. HANDLEY JONATHAN L. AWNER
Senior Vice President AKERMAN, SENTERFITT & EIDSON, P.A.
Republic Industries, Inc. One S.E. 3rd Avenue,
200 East Las Olas Blvd., Suite 1400 28th Floor
Ft. Lauderdale, Florida 33301 Miami, Florida 33131
(305) 627-6000 (305) 374-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
3,247,244 SHARES
[REPUBLIC INDUSTRIES, INC. LOGO]
COMMON STOCK
This Prospectus relates to an aggregate of 3,247,244 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of Republic
Industries, Inc., a Delaware corporation (the "Company"), which may be offered
(the "Offering") for sale by persons (the "Selling Stockholders") who have
acquired such shares in certain acquisitions of businesses by the Company not
involving a public offering. The Shares are being registered under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of the
Selling Stockholders in order to permit the public sale or other distribution of
the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, including
pledgees, at market prices prevailing at the time of sale or at prices otherwise
negotiated. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholders, or by other persons acquiring Shares and who
wish to offer and sell such Shares under circumstances requiring or making
desirable its use. The Company will receive no portion of the proceeds from the
sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Selling Stockholders" and "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market -- National Market
("Nasdaq") under the symbol "RWIN." On March 20, 1996, the last reported sales
price for the Common Stock as reported by Nasdaq was $28.375 per share.
Prospective investors should carefully consider the matters set forth under
the caption "Risk Factors" located on page 3 of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
March 21, 1996
<PAGE> 3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
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PAGE
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Available Information................................................................. 2
The Company........................................................................... 3
Risk Factors.......................................................................... 3
Use of Proceeds....................................................................... 8
Selling Stockholders.................................................................. 8
Plan of Distribution.................................................................. 8
Description of Capital Stock.......................................................... 9
Legal Matters and Experts............................................................. 10
Incorporation of Certain Documents by Reference....................................... 11
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices located at Northwest Atrium Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center, New
York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Common Stock is traded on Nasdaq.
Information filed by the Company with Nasdaq may be inspected at the offices of
Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
2
<PAGE> 4
THE COMPANY
The Company, acting through its subsidiaries, primarily provides integrated
solid waste collection, disposal and recycling services to public and private
sector customers. The Company currently owns or operates twelve solid waste
landfills with five located in Texas, two in California and one each in Florida,
Michigan, North Carolina, Indiana and North Dakota with approximately 1,483
permitted acres and total available permitted disposal capacity of approximately
59.1 million in-place cubic yards as of December 31, 1995. The Company also
currently provides collection service to over 660,000 residential, commercial
and industrial customers, primarily in areas surrounding its landfill sites,
certain areas of Georgia, North Carolina, South Carolina and Virginia and
throughout Florida. In addition, the Company provides related environmental
services including engineering, consulting and analysis, remediation and other
technical services.
The Company, through certain recently acquired businesses, also is engaged
in the electronic security services business, which consists of the sale,
installation, and maintenance of electronic security systems for commercial and
residential use as well as the continuous electronic monitoring of installed
security systems. Currently, the Company monitors over 127,000 businesses and
residences, predominately in Colorado and Florida.
The Company was incorporated in Oklahoma in November 1980 and in May 1991
changed its state of domicile from Oklahoma to Delaware by means of a merger.
The Company changed its name to Republic Industries, Inc. from Republic Waste
Industries, Inc. on November 28, 1995. The Common Stock is traded on Nasdaq
under the trading symbol "RWIN." The Company's principal executive offices are
located at 200 East Las Olas Boulevard, Suite 1400, Ft. Lauderdale, Florida
33301, and its telephone number is (305) 627-6000.
RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN EVALUATING AN INVESTMENT IN THE COMPANY.
Control of the Company. H. Wayne Huizenga, Chairman of the Board and Chief
Executive Officer of the Company, Michael G. DeGroote, Vice Chairman of the
Board of the Company, Harris W. Hudson, a Director and the President of the
Company (and Mr. Huizenga's brother-in-law), and John J. Melk, a Director of the
Company, beneficially own directly and indirectly an aggregate of 41,028,720
shares of Common Stock, respectively (including shares beneficially owned by
certain of their spouses, with respect to which they each respectively disclaim
beneficial ownership, and including presently exercisable options and warrants
to purchase an aggregate of 14,320,000 shares of Common Stock), as of the date
of this Prospectus, or an aggregate of 43.1% of the issued and outstanding
shares of Common Stock as of the date of this Prospectus assuming all of such
options and warrants are exercised. Although there is no agreement among any of
Messrs. Huizenga, DeGroote, Hudson or Melk to vote together on any matters
submitted to a vote of the Company's stockholders, if Messrs. Huizenga, Hudson,
DeGroote and Melk vote together, they could effectively control the outcome of
most matters submitted to a vote of the Company's stockholders, especially with
respect to the election of directors.
Dependence on Key Personnel. The Company believes that the experience and
success that its management team has had in operating and growing public and
private service companies, in general, and public and private companies in the
waste management industry, in particular, is important to the Company's future
success. However, there can be no assurance that its management team will have
the same success in operating and growing the Company as it has had with other
companies in the past. Furthermore, the Company has not entered into
non-competition agreements or employment agreements with any of Messrs.
Huizenga, Hudson or Gregory K. Fairbanks, the Company's Chief Financial Officer
and an Executive Vice President. The loss of the services of any of the members
of its management team, in general, or Mr. Huizenga in particular (whether such
loss is through resignation or otherwise), could have a material adverse effect
on the operations and future success of the Company.
3
<PAGE> 5
Possible Depressing Effect of Future Sales of Common Stock. Future sales
of the Shares or the perception that such sales could occur could adversely
affect the market price of the Common Stock. There can be no assurance as to
when, and how many of, the Shares will be sold and the effect such sales may
have on the market price of the Common Stock. Since August 11, 1995, the Company
has registered for sale, from time to time on a continuous basis under several
registration statements (including the registration statement of which this
Prospectus is a part), by certain selling stockholders, an aggregate of
80,972,053 shares of Common Stock, of which 18,145,000 were reserved for
issuance pursuant to certain outstanding options and warrants. These
registration statements cover, among other shares, 20,750,000 shares of Common
Stock issued in various private placements, and 29,513,138 shares of Common
Stock issued in various private business combination transactions, since July
1995. In addition, the Company intends to continue to issue in the future Common
Stock and/or options or warrants to purchase Common Stock pursuant to exemptions
from registration available under the Securities Act in connection with certain
of its acquisitions. Such securities are subject to resale in accordance with
the Securities Act and the regulations promulgated thereunder. As such
restrictions lapse or if such shares are registered for sale to the public, such
securities may be sold into the public market. To facilitate the issuance of
Common Stock in making acquisitions, the Company on October 11, 1995 registered
an additional 6,000,000 shares of Common Stock pursuant to a shelf registration
statement, and an aggregate of 1,224,982 shares of Common Stock have been issued
to date in acquisitions under such shelf registration statement. In the event of
the issuance and subsequent resale of a substantial number of shares of Common
Stock, or a perception that such sales could occur, there could be a material
adverse effect on the prevailing market price of the Common Stock.
Dilution. The issuance of additional shares of Common Stock upon exercise
of outstanding and presently exercisable warrants, or upon the Company's
completion of any acquisitions and business combinations, may have a dilutive
effect on earnings per share and will have a dilutive effect on the voting
rights of the holders of Common Stock.
Absence of Operating History in Possible New Lines of Business. Management
currently contemplates expanding the Company's operations outside of solid waste
management and related lines of business. Since August 28, 1995, the Company has
been operating in the electronic security services industry through the
acquisition of several companies which provide electronic security sales,
installation and monitoring services. The Company had no prior history of
operations in the electronic security services industry or any industry other
than solid waste management and related lines of business. There can be no
assurance that the Company will be successful in the electronic security
services industry or in any other industry which it enters. There can be no
assurance that the Company will enter into any additional industries unrelated
to the solid waste services industry or, if it does enter into any such
industries, that it will achieve the results anticipated by management.
Need For Substantial Additional Capital. The Company's current business
strategy is to act aggressively in growing as an integrated solid waste
management company by acquiring and integrating existing solid waste companies
and recycling businesses, and to expand its recently acquired electronic
security services business by internal growth and by making additional
acquisitions in that industry. Further, the Company currently anticipates
expanding the Company's operations outside of solid waste management, electronic
security services and related lines of business. Although the Company has
substantially no debt and has approximately $138 million in cash available for
general corporate purposes, and has a $250 million credit facility (which
presently has no outstanding borrowings), the Company believes that substantial
additional capital will be necessary to fully capitalize on acquisition and
expansion opportunities that may become available to the Company. However, there
can be no assurance that such additional financing will be available, or, in the
event that it is, that it will be available on terms acceptable to the Company.
In the event that such financing is not available or is not available in the
amounts or on terms currently contemplated by management, the implementation of
the Company's acquisition strategy could be materially and adversely affected.
Impediments to Completing Future Acquisitions. The Company's acquisition
strategy depends on its ability to identify and acquire appropriate solid waste
collection operations and landfills, electronic security systems businesses, and
other unrelated service businesses, to integrate the acquired operations
effectively and to increase its market share. A number of the Company's
competitors for such acquisitions are larger, better
4
<PAGE> 6
known companies than the Company with significantly greater financial resources.
There can be no assurance that the Company will be able to locate acquisition
candidates in markets or on terms the Company deems attractive, that any
identified candidates will be acquired, or that acquired operations will be
effectively integrated to realize expected efficiencies and economies of scale
or prove profitable. The completion of acquisitions requires the expenditure of
sizeable amounts of capital, and the intense competition among companies
pursuing similar acquisition strategies may increase capital requirements. The
Company could be forced to alter its strategy in the future if such candidates
become unavailable or too costly. As the Company continues to pursue its
acquisition strategy in the future, its financial position and results of
operations may fluctuate significantly from period to period.
Risks Associated With Acquisitions. Although the Company investigates each
business that it acquires, there may be liabilities that the Company fails or is
unable to discover, including liabilities arising from non-compliance with
environmental laws by prior owners, and for which the Company, as a successor
owner, may be responsible. The Company seeks to minimize the impact of these
liabilities by obtaining indemnities and warranties from the seller which may be
supported by deferring payment of a portion of the purchase price. However,
these indemnities and warranties, if obtained, may not fully cover the
liabilities due to their limited scope, amounts, or duration, the financial
limitations of the indemnitor or warrantor, or other reasons.
Environmental Regulation. The collection and disposal of solid wastes,
operation of landfills and rendering of related environmental services are
subject to federal, state and local requirements which regulate health, safety,
the environment, zoning and land-use. Operating permits are generally required
for landfills and certain collection vehicles, and these permits are subject to
revocation, modification and renewal. Federal, state and local regulations vary,
but generally govern disposal activities and the location and use of facilities
and also impose restrictions to prohibit or minimize soil, air and water
pollution. In connection with landfills, it often may be necessary to expend
considerable time, effort and money to bring the Company's existing or acquired
facilities into compliance with applicable requirements and to obtain the
permits and approvals necessary to increase their capacity. In addition,
governmental authorities have the power to enforce compliance with these
regulations and to obtain injunctions or impose fines in the case of violations,
including criminal penalties. These regulations are administered by the United
States Environmental Protection Agency (the "EPA") and various other federal,
state and local environmental and health and safety agencies and authorities,
including the Occupational Safety and Health Administration of the United States
Department of Labor. Certain of the Company's waste disposal operations traverse
state boundaries. Although landfill operations currently constitute an
immaterial portion of the Company's business, their importance may increase as
the Company completes future acquisitions. Such operations could be adversely
affected if the federal government or a state in which a landfill is located
limits or prohibits, imposes discriminatory fees on or otherwise seeks to
discourage the disposal, within state boundaries, of waste collected outside of
the state.
Subtitle D of the Resource Conservation and Recovery Act of 1976, as
amended ("RCRA"), establishes a framework for regulating the storage, collection
and disposal of non-hazardous solid wastes. In the past, the Subtitle D
framework has left the regulation of non-hazardous waste storage, collection and
disposal largely to the states. In October 1991, the EPA promulgated a final
rule which imposes minimum federal comprehensive solid waste management criteria
and guidelines for disposal facilities and operations, including location
restrictions, facility design and operating criteria, closure and post-closure
requirements, financial assurance standards, groundwater monitoring requirements
and corrective action standards, many of which had not commonly been in effect
or enforced in connection with solid waste landfills. States are required to
revise their landfill regulations to meet these requirements. Because some parts
of the new regulations will be phased in over time, the full effect of these
regulations may not be felt for several years. However, other than for
groundwater monitoring and financial assurance requirements, all provisions of
the final rule became effective in October 1993. All of the Company's planned
landfill expansions or new landfill development projects have been engineered to
meet or exceed these requirements. Operating and design criteria for existing
operations have been modified to comply with these new regulations. There can be
no assurance that the EPA will not promulgate similar regulations under Subtitle
D in connection with the collection of non-hazardous solid waste.
5
<PAGE> 7
Hazardous Substances Liability. The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("Superfund" or
"CERCLA"), has been interpreted by some courts to impose strict, joint and
several liability on current and former owners or operators of facilities at
which there has been a release or a threatened release of a "hazardous
substance" and on persons who generate, transport or arrange for the disposal
of such substances at the facility. Thousands of substances are defined as
"hazardous" under CERCLA and their presence, even in minute amounts, can result
in substantial liability. The statute provides for the remediation of
contaminated facilities and imposes costs on the responsible parties. The
expense of conducting such a cleanup and the damages can be very significant
and, given the limitations in insurance coverage for these risks, could have a
material adverse impact on the Company's business and financial condition.
Notwithstanding its efforts to comply with applicable regulations and to avoid
transporting and receiving hazardous substances, such substances may be present
in waste collected by the Company or disposed in its landfills, or in waste
collected, transported or disposed in the past by acquired companies. More than
20% of the sites on the EPA's National Priorities List of Hazardous Waste Sites
are solid waste landfills that ostensibly never received any "hazardous
wastes." The Company intends to continue to focus on the non-hazardous waste
disposal market and does not intend to acquire or develop significant hazardous
waste disposal operations. As used in this Prospectus, "non-hazardous waste"
means substances, including asbestos, that are not defined as hazardous wastes
under federal regulations.
Lack of Environmental Liability Insurance. The majority of the Company's
facilities currently carry site-specific pollution legal liability insurance,
which may provide coverage under certain circumstances for pollution damage to
third parties. In addition, the Company has certain contractors' pollution
liability insurance and professional liability insurance, which may provide
coverage under certain circumstances for damage to third parties. However, both
of these coverages are restrictive in nature, as they are subject to certain
exclusions and effective dates, consistent with insurance industry requirements.
In addition, such coverage is subject to specific and aggregate limits which may
not be sufficient to cover claims, if they should arise. In certain prior years,
consistent with industry experience, the Company was not able to obtain broad
pollution insurance at reasonable costs and, therefore, carried only such
coverage as was required by regulatory permits. In addition, the extent of
insurance coverage under certain forms of policies has been the subject in
recent years of litigation in which insurance companies have, in some cases,
successfully taken the position that certain risks are not covered by such
policies. If, in the absence of such insurance, the Company were to incur
liability for environmental damages of sufficient magnitude, it could have a
material adverse effect on the Company's business and financial condition.
Risks of Pending and Future Legal Proceedings. In addition to the costs of
complying with environmental regulations, waste management companies will
continue to be involved in legal proceedings in the ordinary course of business.
Government agencies may seek to impose fines on the Company for alleged failure
to comply with laws and regulations or to deny, revoke or impede the renewal of
the Company's permits and licenses. In addition, such governmental agencies, as
well as surrounding landowners, may claim the Company is liable for
environmental damage. Citizen's groups have become increasingly active in
challenging the grant or renewal of permits and licenses, and responding to such
challenges has further increased the costs associated with permitting new
facilities or expanding current facilities. A significant judgment against the
Company, the loss of a significant permit or license or the imposition of a
significant fine could have a material adverse effect on the Company's financial
condition. The Company is currently a party to various legal proceedings as well
as environmental proceedings which have arisen in the ordinary course of its
business. Although no assurance can be given with respect to the outcome of
these legal and environmental proceedings and the effect such outcomes may have
on the Company, management of the Company believes that these proceedings will
be resolved in a manner that will not have a material adverse effect on the
Company's business or financial position.
Seasonality. The Company believes that its collection and landfill
operations can be adversely affected by protracted periods of inclement weather
which could delay the development of landfill capacity or the transfer of waste
and/or reduce the volume of waste generated. There can be no assurance that
protracted periods of inclement weather will not have a material adverse effect
on the Company's future results of operations.
6
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Competition in the Solid Waste Industry; Landfill Alternatives. The waste
industry is highly competitive. Entry into the industry and ongoing operations
within the industry require substantial technical, managerial and financial
resources. The non-hazardous waste industry is led by three large national waste
management companies and numerous regional and local companies, all of which
contribute to the high level of competition that characterizes the industry.
Some of these companies have significantly greater financial and operational
resources and more established market positions than the Company. In addition,
the Company must often compete with municipalities that maintain their own waste
collection and landfill operations and often have financial advantages due to
the availability of tax revenues and tax-exempt financing.
Further, alternatives to landfill disposal (such as recycling, composting
and waste-to-energy) are increasingly competing with landfills. There also has
been an increasing trend at the state and local levels to mandate waste
reduction at the source and to prohibit the disposal of certain types of wastes,
such as yard wastes, at landfills. This may result in the volume of waste going
to landfills being reduced in certain areas, which may affect the Company's
ability to operate its landfills at their full capacity and/or affect the prices
that can be charged for landfill disposal services. In addition, most of the
states in which the Company operates landfills have adopted plans or
requirements which set goals for specified percentages of certain solid waste
items to be recycled. To the extent these are not yet in place, these recycling
goals will be phased in over the next few years.
Competition in the Electronic Security Services Industry. The security
alarm industry is highly competitive and highly fragmented. The Company's
electronic security systems business competes with five large national
companies, as well as smaller regional and local companies, in all of its
operations. Furthermore, new competitors are continuing to enter the industry
and the Company may encounter additional competition from such future industry
entrants. Certain of the Company's competitors have greater financial and other
resources than the Company. There can be no assurance that the Company will be
able to compete effectively in the future.
"False" Alarm Ordinances. The Company believes that approximately 95% of
alarm activations that result in the dispatch of police or fire department
personnel are not emergencies, and thus are "false" alarms. Significant concern
has arisen in certain municipalities about this high incidence of "false"
alarms. This concern could cause a decrease in the likelihood or timeliness of
police response to alarm activations and thereby decrease the propensity of
consumers to purchase or maintain alarm monitoring services. Recently, a trend
has emerged on the part of local governmental authorities to consider or adopt
various measures aimed at reducing the number of "false" alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting "false" alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of "false" alarms,
(iii) imposing fines on alarm subscribers for "false" alarms, (iv) imposing
limitations on the number of times the police will respond to alarms at a
particular location after a specified number of "false" alarms, and/or (v)
requiring further verification of an alarm signal before the police will
respond. Enactment of such measures could adversely affect the Company's
electronic security services business and operations.
Geographic Concentration of Company's Electronic Security Systems Business;
Risks of Potential Expansion. The existing subscriber base of the Company's
electronic security systems business is geographically concentrated in certain
metropolitan areas of Florida and Colorado. Accordingly, their performance may
be adversely affected by regional or local economic conditions, regulation or
other factors. The Company may from time to time make acquisitions in regions
outside of its current operating areas. In order for the Company to expand
successfully into a new area, the Company must obtain a sufficient number, and
density, of subscriber accounts in such area to support the additional
investment. There can be no assurance that an expansion into new geographic
areas would generate operating profits.
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USE OF PROCEEDS
This Prospectus relates solely to Shares being offered and sold for the
accounts of the Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Selling Stockholders."
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 March 15, 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 3,247,244 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.
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SHARES BENEFICIALLY SHARES TO BE OFFERED
OWNED PRIOR FOR THE SELLING
SELLING STOCKHOLDER TO THE OFFERING STOCKHOLDER'S ACCOUNT
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R.D. Cuthrell(1)........................................ 40,721 40,721
J. Stewart Jackson(2)................................... 1,631,752 1,631,752
Charles F. Moore(1)..................................... 12,743 12,743
Emmett K. Moore(1)...................................... 25,486 25,486
Albert J. Panzarella(3)................................. 332,792 332,792
Dwight C. Schaubach(1).................................. 1,107,038 1,107,038
James D. Schaubach(1)................................... 76,459 76,459
Schaubach Rentals, L.P.(4).............................. 20,253 20,253
</TABLE>
- ---------------
(1) Dwight C. Schaubach, James D. Schaubach, Emmett K. Moore, Charles F. Moore
and R.D. Cuthrell served as officers and directors of one or more of
Incendere, Inc., Area Container Services, Inc. and Smithton Sanitation
Service, Inc. (collectively, the "Schaubach Companies") prior to the
Company's acquisition of the Schaubach Companies on February 29, 1996, and
continue to serve as officers thereof.
(2) J. Stewart Jackson served as an officer and director of The Denver Fire
Reporter & Protective Co. and Guardian Security Services, Inc.
(collectively, the "Denver Alarm Companies") prior to the Company's
acquisition of the Denver Alarm Companies on February 27, 1996, and
continues to serve as an officer thereof.
(3) Albert J. Panzarella served as an officer and director of A.J. Panzarella &
Co., Inc. ("Panzarella") prior to the Company's acquisition of Panzarella
on March 1, 1996.
(4) Dwight C. Schaubach is a general partner of Schaubach Rentals, L.P., a
Virginia limited partnership.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or other agents or
directly to one or more purchasers, including pledgees, in transactions (which
may involve crosses and block transactions) on Nasdaq, privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in a combination of such transactions. Such transactions may be
effected by the Selling Stockholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees of
8
<PAGE> 10
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 First Amended and Restated Certificate of Incorporation, as amended, of
the Company (the "Certificate of Incorporation") authorizes capital stock
consisting of 350,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of preferred stock ("Preferred Stock"). There were 80,910,866
shares of Common Stock, and no shares of Preferred Stock, issued and outstanding
as of March 12, 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.
9
<PAGE> 11
Certificate of Incorporation and Bylaws. The Company's Certificate of
Incorporation was amended on November 28, 1995 to (i) change the Company's
corporate name to Republic Industries, Inc., and (ii) to eliminate all
provisions relating to classes of the Board of Directors. The directors of the
Company are elected each year at the annual meeting of the shareholders for
terms of one year and until their successors are elected and qualified; existing
directors may nominate and elect qualified persons to fill vacancies on the
Board of Directors. The Company's Bylaws provide that directors may be removed
for cause by vote of two-thirds of the other directors or by vote of a majority
of stockholders, and may be removed without cause by the vote of a majority of
stockholders at a meeting called for such purpose.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is First Interstate Bank of Texas, N.A.
LEGAL MATTERS AND EXPERTS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A. Attorneys employed by Akerman,
Senterfitt & Eidson, P.A. beneficially own an aggregate of 303,800 shares of
Common Stock as of the date of this Prospectus.
The consolidated financial statements and schedule, the restated
consolidated financial statements and the supplemental consolidated financial
statements for Republic Industries, Inc., the combined financial statements of
Hudson Management Corporation and subsidiaries and Envirocycle Inc., the
combined financial statements of Cana First Corporation and affiliates doing
business as Scott Security Systems and affiliates, the combined financial
statements of Schaubach Companies and the combined financial statements of
Denver Alarm Companies, 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.
The financial statements of United Waste Service, Inc. incorporated by
reference in this Prospectus and in the Registration Statement have been audited
by Jones and Kolb, independent certified public accountants, as indicated in
their report with respect thereto, and have been incorporated by reference
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.
The consolidated financial statements of Southland Environmental Services,
Inc. and subsidiaries incorporated by reference in this Prospectus and in the
Registration Statement have been audited by Grenadier, Appleby, Collins &
Company, independent certified public accountants, as indicated in their report
with respect thereto, and have been incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said report.
The combined financial statements of J.C. Duncan Company, Inc. and
affiliates incorporated by reference in this Prospectus and in the Registration
Statement have been audited by Hendrix, Sutton & Associates LLP, independent
certified public accountants, as indicated in their report with respect thereto,
and have been incorporated by reference herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.
The financial statements of Garbage Disposal Service, Inc. incorporated by
reference in this Prospectus and in the Registration Statement have been audited
by Farris, Cooke & Associates, P.A., independent certified public accountants,
as indicated in their report with respect thereto, and have been incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
The combined financial statements of Fennell Container Co. Inc. and
affiliates incorporated by reference in this Prospectus and in the Registration
Statement have been audited by Gamble, Givens & Moody, P.A., independent
certified public accountants, as indicated in their report with respect thereto,
and have been incorporated by reference herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.
10
<PAGE> 12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994, specifically
including the Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 1995, the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, the Company's Quarterly report on Form 10-Q for the quarter
ended September 30, 1995, the Company's Current Report on Form 8-K/A dated
September 26, 1995, the Company's Current Report on Form 8-K/A dated November
30, 1995, the Company's Current Report on Form 8-K dated February 14, 1996 and
the Company's Current Report on Form 8-K/A dated February 27, 1996; (iii) the
Company's Proxy Statement dated July 24, 1995 relating to the Special Meeting of
Stockholders held August 3, 1995; and (iv) the Company's Information Statement
mailed to stockholders on or about November 8, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO COURTLAND D. PEDDY, SECRETARY, REPUBLIC INDUSTRIES, INC., 200 EAST
LAS OLAS BOULEVARD, SUITE 1400, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (305)
627-6000.
11
<PAGE> 13
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 . . . . . . . . . . . . . . . . . . . . $30,302.95
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $86,302.95
==========
</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> 14
The Bylaws provide that any decision as to indemnification shall be
made: (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Indemnification pursuant to
these provisions is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer. The Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer.
Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as he/she would have
with respect to such constituent corporation if its separate existence had
continued.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
3.1 First Amended and Restated Certificate of Incorporation of
Republic Waste Industries, Inc. (incorporated by reference from
Exhibit 3.1 to the Company's Registration Statement on Form S-3,
file number 33-62489).
3.2 Certificate of Amendment to the First Amended and Restated
Certificate of Incorporation of Republic Waste Industries, Inc.
(incorporated by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-3, file number 33-65289).
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of
the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit
5.1 above).
23.2** Consent of Arthur Andersen LLP
23.3** Consent of Grenadier, Appleby, Collins & Company
23.4** Consent of Jones and Kolb
23.5** Consent of Hendrix, Sutton & Associates LLP
23.6** Consent of Farris, Cooke & Associates, P.A.
23.7** Consent of Gamble, Givens & Moody, P.A.
- ------------------------------
* FILED HEREWITH.
** Previously filed.
II-2
<PAGE> 15
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> 16
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> 17
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Amendment No. 1 to Form S-3 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Ft. Lauderdale, State of Florida, on March 21, 1996.
REPUBLIC INDUSTRIES, INC.
By: /s/ Michael R. Carpenter
-----------------------------
Michael R. Carpenter
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Form S-3 registration statement has been signed by the
following persons in the capacities indicated on March 21, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board and
------------------------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
*
------------------------------------- President and Director
Harris W. Hudson
* Executive Vice President and
------------------------------------- Chief Financial Officer
Gregory K. Fairbanks (Principal Financial Officer)
/s/ Michael R. Carpenter
------------------------------------- Vice President and Controller
Michael R. Carpenter (Principal Accounting Officer)
* Vice Chairman of the Board
-------------------------------------
Michael G. DeGroote
* Director
-------------------------------------
J.P. Bryan
* Director
-------------------------------------
Rick L. Burdick
* Director
-------------------------------------
George D. Johnson, Jr.
* Director
-------------------------------------
John J. Melk
* By: /s/ Michael R. Carpenter
-------------------------
Michael R. Carpenter
Attorney-In-Fact
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
(305) 374-5600
Telecopy (305) 374-5095
March 21, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: REPUBLIC INDUSTRIES, INC.
AMENDMENT NO. 1 TO REGISTRATION
STATEMENT ON FORM S-3
FILE NUMBER 333-01757
Ladies and Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of Amendment No. 1 to
a Registration Statement on Form S-3, file number 333-01757 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to an aggregate of 3,247,244 shares of the Company's common
stock, par value $0.01 per share, all of which are issued and outstanding (the
"Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the Shares have been duly and validly authorized and are validly
issued, fully paid and nonassessable.
<PAGE> 2
Securities and Exchange Commission
March 21, 1996
Page 2
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters and Experts" in the prospectus which is part of the Registration
Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
