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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
REPUBLIC INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 73-1105145
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
450 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<C> <C>
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Republic Industries, Inc. (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange") is the
Company's Common Stock, par value $.01 per share ("Common Stock"). The Third
Amended and Restated Certificate of Incorporation of the Company (the
"Certificate of Incorporation") authorizes capital stock consisting of
1,500,000,000 shares of Common Stock and 5,000,000 shares of preferred stock
("Preferred Stock").
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.
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 stockholders for
terms of one year and until their successors are elected and qualified; existing
directors may nominate and elect qualified persons to fill vacancies on the
Board of Directors. The Certificate of Incorporation was amended on May 15, 1996
to increase the number of authorized shares of Common Stock to 500,000,000 from
350,000,000. The Certificate of Incorporation was amended on May 13, 1997 to
increase the number of authorized shares of Common Stock to 1,500,000,000 from
500,000,000. The Company's Bylaws provide that directors may be removed for
cause by vote of two-thirds of the other directors or by vote of a majority of
stockholders, and may be removed without cause by the vote of a majority of
stockholders at a meeting called for such purpose.
ITEM 2. EXHIBITS.
(a) No exhibits are being filed with the Commission.
(b) All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ James O. Cole
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James O. Cole
Senior Vice President
Dated: June 16, 1997
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