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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 1997
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
450 East Las Olas Boulevard
Suite 1200
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 713-5200
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N.A.
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER MATTERS.
On May 14, 1997, Republic Industries, Inc. (the "Registrant") amended and
restated its Certificate of Incorporation to increase the number of authorized
shares of common stock, par value $.01 per share, from 500,000,000 shares to
1,500,000,000 shares. The amendment to the Registrant's Certificate of
Incorporation was approved by the Registrant's stockholders at the Registrant's
Annual Meeting of Stockholders held May 13, 1997.
The description contained herein of the amendment to the Registrant's
Certificate of Incorporation is qualified in its entirety by the Third Amended
and Restated Certificate of Incorporation of Republic Industries, Inc. which is
attached hereto as Exhibit 99, and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index
set forth elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Michael S. Karsner
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Michael S. Karsner
Senior Vice President and Chief Financial Officer
Date: May 21, 1997
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
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1. None
2. None
4. None
16. None
17. None
21. None
23. None
24. None
27. None
99. Third Amended and Restated Certificate of Incorporation
of Republic Industries, Inc.
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Exhibit 99
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
REPUBLIC INDUSTRIES, INC.
Republic Industries, Inc., a corporation organized and existing under the
laws of the State of Delaware, (the "Corporation"), does hereby certify as
follows:
(a) The name of the Corporation is Republic Industries, Inc. and the
original Certificate of Incorporation of the Corporation was originally filed
with the office of the Secretary of State of the State of Delaware on May 30,
1991.
(b) This Third Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware (the "Act") and restates,
integrates and amends the provisions of the Certificate of Incorporation, as
amended and restated to date, of the Corporation.
(c) The text of the Certificate of Incorporation of the Corporation, as
heretofore amended or restated, is hereby amended and restated to read in its
entirety as follows:
FIRST: The name of the Corporation is:
Republic Industries, Inc.
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, county
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the businesses or purposes to be conducted or promoted
is:
To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for which corporations
may be organized under the Act or by any other law of Delaware or by this
Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the businesses or purposes of the
Corporation.
FOURTH: The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 1,505,000,000 shares, consisting of
1,500,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000
shares of Preferred Stock, par value $0.01 per share. The aggregate par value of
all the shares of all classes of stock which this Corporation has the authority
to issue is $15,050,000.
A. COMMON STOCK. The shares of Common Stock shall have no preemptive or
preferential rights of subscription concerning further issuance or authorization
of any securities of the Corporation. Each share of Common Stock shall entitle
the holder thereof to one vote, in person or by proxy. The holders of the Common
Stock shall be entitled to receive dividends if, as and when declared by the
Board of Directors. The Common Stock may be issued from time to time in one or
more series and shall have such other relative, participant, optional or special
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the issuance of
such Common Stock from time to time adopted by the Board of Directors pursuant
to authority so to adopt which is hereby vested in the Board of Directors.
B. PREFERRED STOCK. The Preferred Stock may be issued from time to time in one
or more series and (a) may have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock;
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(d) may have such rights upon the dissolution of, or upon any distribution of
the assets of, the Corporation; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the Corporation, at such
price or prices or at such rates of exchange, and with such adjustments; and (f)
shall have such other relative, participating, optional or special rights,
qualifications, limitations or restrictions thereof, as shall hereafter be
stated and expressed in the resolution or resolutions providing for the issuance
of such Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority so to do which is hereby vested in the Board of Directors.
At any time and from time to time when authorized by resolution of the
Board of Directors and without any action by its stockholders, the Corporation
may issue or sell any shares of its stock of any class or series, whether out of
the unissued shares thereof authorized by the Certificate of Incorporation, as
amended, or out of shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its stockholders,
the Corporation may issue or grant rights, warrants or options, in bearer or
registered or such other form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of the Corporation within
such period of time, or without limit as to time, of such aggregate number of
shares, and at such price per share, as the Board of Directors may determine.
Such rights, warrants or options may be issued or granted separately or in
connection with the issue of any bonds, debentures, notes, obligations or other
evidences of indebtedness or shares of the stock of any class or series of the
Corporation and for such consideration and on such terms and conditions as the
Board of Directors, in its sole discretion, may determine. In each case, the
consideration to be received by the Corporation for any such shares so issued or
sold shall be fixed from time to time by the Board of Directors.
FIFTH: Except as may otherwise be provided in this Certificate or in the
Bylaws of the Corporation, as the same may be amended from time to time, the
Board of Directors shall have all powers and authority which may be granted to a
board of directors of a corporation under the Act, including but not limited to
the following:
(a) to adopt, amend or repeal the Bylaws of the Corporation;
(b) to authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation;
(c) to set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish
any such reserve in the manner in which it was created;
(d) to designate one or more committees;
(e) to sell, lease or exchange all or substantially all of the
property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other
corporation or corporations, as the Board of Directors shall deem expedient
and for the best interest of the Corporation, when and as authorized by the
shareholders entitled to vote thereon;
(f) to provide indemnification for directors, officers, employees,
and/or agents of the Corporation to the fullest extent permitted by law,
subject however, to the rules against limitation on liability of directors
as set forth in Section 102 of the Act, as amended from time to time; and
(g) to determine from time to time whether and to what extent, and at
what times and places and under what conditions and regulations, the
accounts and books of the Corporation or any of them, shall be opened to
the inspection of the stockholders, and no stockholder shall have any right
to inspect any account or book or document of the Corporation, except as
conferred by the Act or authorized by the Board of Directors, or by a
resolution of the stockholders.
SIXTH: The Board of Directors shall consist of one or more members. The
number of directors shall be fixed by, or in the manner provided in, the Bylaws.
At the annual meeting of stockholders in 1996 and at each
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annual meeting of stockholders thereafter, the respective terms of all of the
directors then serving in office shall expire at the meeting, and successors to
the directors shall be elected to hold office until the next succeeding annual
meeting. Existing directors may be nominated for election each year for a
successive term, in the manner provided in the Bylaws. Each director shall hold
office for the term for which he is elected and qualified or until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office or death.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of the Act or on the application of trustees in dissolution or of
any receiver or receivers appointed for this Corporation under the provisions of
Section 279 of the Act, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the court directs. If a majority
in number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the compromise or arrangement and the reorganization shall, if
sanctioned by the court to which the application has been made, be binding on
all the creditors or class of creditors and/or on all the stockholders or class
of stockholders of this Corporation, as the case may be, and also on this
Corporation.
EIGHTH: To the extent permitted by law, no contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purposes, if:
(a) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(b) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved by vote of the stockholders; or
(c) the contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors,
a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
NINTH: The Corporation reserves the right to amend or repeal any provision
contained herein, add any additional provisions hereto, increase or decrease the
number of authorized shares of stock, or restate this Certificate of
Incorporation in its entirety in the manner now or hereafter prescribed by the
Act.
TENTH: Except as otherwise required by law or as otherwise provided in this
Certificate of Incorporation or in the Bylaws of the Corporation, any matter
properly submitted to a vote of the stockholders at a meeting of stockholders
duly convened at which there is a quorum present shall be deemed approved upon
an affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present at the meeting, in person or by proxy. No holders of any
class of stock other than Common Stock shall be entitled to vote upon any
matter, except as may be required by law, this Certificate of Incorporation, or
the Bylaws of the Corporation. Written ballots shall not be required for the
election of directors.
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ELEVENTH: In addition to any other indemnification granted to directors of
the Corporation contained in this Certificate of Incorporation, the Bylaws of
the Corporation, or adopted by resolution of the stockholders or directors of
the Corporation, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided however, that this indemnification shall not
eliminate or limit the liability of a director for any breach of the director's
duty of loyalty to the Corporation or its stockholders, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or payment of any unlawful dividend or for any unlawful stock purchase
or redemption, or for any transaction from which the director derived an
improper personal benefit.
IN WITNESS WHEREOF, the undesigned has caused this Third Amended and
Restated Certificate of Incorporation to be executed this 13th day of May, 1997.
Republic Industries, Inc.
By: /s/ H. Wayne Huizenga
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H. Wayne Huizenga
Chairman of the Board and
Co-Chief Executive Officer
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