<PAGE> 1
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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)
<TABLE>
<S> <C>
DELAWARE 75-1105145
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
110 S. E. 6TH STREET, FORT LAUDERDALE, FLORIDA 33301
(Address of principal executive offices) (Zip Code)
</TABLE>
REPUBLIC INDUSTRIES, INC.
1998 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
---------------------
JAMES O. COLE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REPUBLIC INDUSTRIES, INC.
110 S.E. 6TH STREET, 20TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(Name and address of agent for service)
(954) 769-7200
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------
Common Stock par value $.01 per 30,000,000
share........................... Shares(1) $24.6875(2) $740,625,000(2) $218,485
==================================================================================================================
</TABLE>
(1) Includes shares issuable under the Republic Industries, Inc. 1998 Employee
Stock Option 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 such Plan and options.
(2) Estimated solely for the purposes of calculating the registration fee,
computed pursuant to Rule 457 under the Securities Act of 1933, as amended,
on the basis of the average of the high and low prices of a share of the
Common Stock as reported on The New York Stock Exchange on June 15, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the 1998 Employee Stock Option Plan
(the "Plan") of Republic Industries, Inc. (the "Company"), as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference and made a part of this
Registration Statement: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997; (ii) all other reports filed by the Company
pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1997,
specifically including the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998, and the Company's Current Reports on Form
8-K dated February 20, 1998 and May 13, 1998; and (iii) the description of the
Common Stock contained in the Company's Registration Statement on Form 8-A,
dated June 19, 1981, as amended.
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 Registration Statement
and prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Registration Statement 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 Registration
Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock registered hereby has been
passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida. Certain attorneys employed by Akerman, Senterfitt & Eidson, P.A.
beneficially own an aggregate of approximately 550,000 shares of Common Stock as
of the date hereof.
The consolidated financial statements and schedule for the Company as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997, the combined financial statements of Desert Automotive
Group as of and for the year ended December 31, 1996, the combined financial
statements of Anderson Dealership Group and Affiliates as of and for the year
ended December 31, 1996, the combined financial statements of Abraham Automotive
Group as of and for the year ended December 31, 1996, the combined financial
statements of Champion Automotive Group as of and for the ten-month period ended
October 31, 1997, the combined financial statements of Southern California
Automotive Group as of and for the ten-month period ended October 31, 1997,
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent certified public accountants, to the extent and
for the periods indicated in their reports with respect thereto.
The consolidated financial statements of Eurodollar (Holdings) plc at 31
March 1997 and 1996 and for the years ended 31 March 1997 and 1996 incorporated
by reference in this Registration Statement have been audited by Price
Waterhouse, independent accountants, to the extent and for the periods as
indicated in their report with respect thereto.
The combined financial statements of Quinlan Automative Group as of and for
the year ended December 31, 1996 incorporated by reference in this Registration
Statement have been audited by Crowe, Chizek and Company LLP, independent
auditors, to the extent and for the periods as indicated in their report with
respect thereto.
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<PAGE> 4
The combined financial statements of Emich Oldsmobile, Inc. and Affiliates
as of and for the year ended December 31, 1996 incorporated by reference in this
Registration Statement have been audited by Crowe, Chizek and Company LLP,
independent auditors, to the extent and for the periods as indicated in their
report with respect thereto.
The combined financial statements of Dobbs Automotive Group as of and for
the year ended December 31, 1996 incorporated by reference in this Registration
Statement have been audited by Reynolds, Bone & Griesbeck P.L.C., independent
auditors, to the extent and for the periods as indicated in their report with
respect thereto.
As indicated in their reports with respect thereto, the financial
statements referred to above have been incorporated by reference herein in
reliance upon the authority of said firms as experts in accounting and auditing
in giving said reports.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Third Amended and Restated 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.
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
4
<PAGE> 5
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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<C> <C> <S>
4.1 -- Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 99 to the Company's
Current Report on Form 8-K dated May 14, 1997).
4.2 -- Bylaws, as amended to date (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, which was filed with the
Commission on March 28, 1996).
5.1* -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Republic Industries, Inc. 1998 Employee Stock Option Plan
(incorporated by reference to the Company's Definitive Proxy
Statement on Schedule 14A, which was filed with the
Commission on March 31, 1998).
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 Price Waterhouse
23.4* -- Consent of Crowe, Chizek and Company LLP
23.5* -- Consent of Crowe, Chizek and Company LLP
23.6* -- Consent of Reynolds, Bone & Griesbeck P.L.C.
</TABLE>
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* Filed herewith.
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; (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 hereof)
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) 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 Exchange Act that are incorporated by
reference in this Registration Statement.
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<PAGE> 6
(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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to 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 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing 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.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 June 15, 1998.
REPUBLIC INDUSTRIES, INC.
By: /s/ H. WAYNE HUIZENGA
---------------------------------
H. Wayne Huizenga
Chairman of the Board and
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 15, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ H. WAYNE HUIZENGA Chairman of the Board and Co-Chief
- ----------------------------------------------------------- Executive Officer (Principal Executive
H. Wayne Huizenga Officer)
/s/ STEVEN R. BERRARD Co-Chief Executive Officer, President and
- ----------------------------------------------------------- Director
Steven R. Berrard
/s/ MICHAEL S. KARSNER Senior Vice President and Chief Financial
- ----------------------------------------------------------- Officer (Principal Financial Officer)
Michael S. Karsner
/s/ MARY E. WOOD Vice President and Corporate Controller
- ----------------------------------------------------------- (Principal Accounting Officer)
Mary E. Wood
/s/ HARRIS W. HUDSON Vice Chairman and Director
- -----------------------------------------------------------
Harris W. Hudson
/s/ MICHAEL G. DEGROOTE Director
- -----------------------------------------------------------
Michael G. DeGroote
/s/ J.P. BRYAN Director
- -----------------------------------------------------------
J.P. Bryan
/s/ RICK L. BURDICK Director
- -----------------------------------------------------------
Rick L. Burdick
/s/ GEORGE D. JOHNSON, JR. Director
- -----------------------------------------------------------
George D. Johnson, Jr.
/s/ JOHN J. MELK Director
- -----------------------------------------------------------
John J. Melk
/s/ ROBERT J. BROWN Director
- -----------------------------------------------------------
Robert J. Brown
</TABLE>
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NO.
- ------ ------------------- ----------
<C> <C> <S> <C>
4.1 -- Third Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 99 to the Company's
Current Report on Form 8-K dated May 14, 1997).
4.2 -- Bylaws, as amended to date (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, which was filed with the
Commission on March 28, 1996).
5.1* -- Opinion of Akerman, Senterfitt & Eidson, P.A.
10.1 -- Republic Industries, Inc. 1998 Employee Stock Option Plan
(incorporated by reference to the Company's Definitive Proxy
Statement on Schedule 14A, which was filed with the
Commission on March 31, 1998).
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 Price Waterhouse
23.4* -- Consent of Crowe, Chizek and Company LLP
23.5* -- Consent of Crowe, Chizek and Company LLP
23.6* -- Consent of Reynolds, Bone & Griesbeck P.L.C.
</TABLE>
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* Filed herewith.
8
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131
(305) 374-5600
Telecopy (305) 374-5095
June 16, 1998
Republic Industries, Inc.
110 S.E. 6th Street
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-8
(THE "REGISTRATION STATEMENT")
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 the Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to 30,000,000 shares (the "Shares") of the
Company's common stock, par value $0.01 per share ("Common Stock"), which may be
issued by the Company from time to time in accordance with the terms of the
Company's 1998 Employee Stock Option Plan (the "Plan").
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 when
the Registration Statement becomes effective under the Securities Act and the
Shares are issued in accordance with the terms and conditions of the Plan, the
Shares will constitute legally issued, fully paid and non-assessable securities
of the Company.
The opinion expressed herein is 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 all references to the firm in the Registration
Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
<PAGE> 1
EXHIBIT 23.2
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
January 29, 1998 on the consolidated financial statements of Republic
Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form
10-K for the year ended December 31, 1997. We also consent to the incorporation
by reference in this registration statement of our report dated June 27, 1997
(except with respect to the matter discussed in Note 15, as to which the date is
September 29, 1997) on the combined financial statements of Desert Automotive
Group, and our report dated November 3, 1997 on the combined financial
statements of Anderson Dealership Group and Affiliates, and our report dated
December 26, 1997 on the combined financial statements of Abraham Automotive
Group, and our report dated January 9, 1998 on the combined financial statements
of Champion Automotive Group, and our report dated December 19, 1997 on the
combined financial statements of Southern California Automotive Group, included
in Republic Industries, Inc.'s Form 8-K dated February 29, 1998, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
June 10, 1998.
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Republic Industries, Inc. of our report dated 12 June
1997 relating to the consolidated financial statements of Eurodollar (Holdings)
plc, which appears in the Current Report on Form 8-K of Republic Industries,
Inc., dated 20 February 1998.
PRICE WATERHOUSE
Leicester, England
June 15, 1998.
<PAGE> 1
Exhibit 23.4
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this registration
statement of Republic Industries, Inc. of our report dated September 19, 1997,
except for Note 15 as to which the date is October 31, 1997 on the combined
financial statements of Quinlan Automotive Group included in Republic
Industries, Inc.'s Form 8-K dated February 20, 1998 and to all references to our
Firm included in this registration statement.
CROWE CHIZEK AND COMPANY LLP
Fort Lauderdale, Florida
June 10, 1998.
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement of Republic Industries, Inc. of our report dated September 25, 1997 on
the combined financial statements of Emich Oldsmobile, Inc. and Affiliates
included in Republic Industries, Inc.'s Form 8-K dated February 20, 1998 and to
all references to our Firm included in this registration statement.
CROWE CHIZEK AND COMPANY LLP
Oak Brook, Illinois
June 10, 1998.
<PAGE> 1
Exhibit 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of Republic
Industries, Inc. of our report dated September 30, 1997 on the combined
financial statements of Dobbs Automotive Group included in Republic Industries,
Inc.'s Form 8-K dated February 20, 1998 and to all references to our Firm
included in this registration statement.
REYNOLDS, BONE & GRIESBECK P.L.C.
Memphis, Tennessee
June 10, 1998.
