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As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HERTZ CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1938568
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
225 BRAE BOULEVARD
PARK RIDGE, NEW JERSEY 07656-0713
(Address and zip code of principal executive offices)
THE HERTZ CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
ALLEN E. DANIZG, ESQ.
ASSISTANT GENERAL COUNSEL
225 BRAE BOULEVARD
PARK RIDGE, NEW JERSEY 07656-0713
(Name and Address of Agent For Service)
201-307-2000
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE* PRICE**
<S> <C> <C> <C> <C>
CLASS A COMMON STOCK 75,000
$.01 PAR VALUE PER SHARE SHARES $50.5625 $3,747,188 $1,105.42
</TABLE>
* Based on the market price of Class A Common Stock of the Company on July 27,
1998, in accordance with Rule 457(c) under the Securities Act of 1933.
** This amount is the sum of (a) the aggregate option price of 6,000 shares of
Class A Common Stock of the Company subject to options granted under the
Nonemployee Director Stock Option Plan of the Company and outstanding on July
27, 1998, with an option price of $43.0625 and (b) the assumed aggregate option
price of the 69,000 remaining shares of Class A Common Stock being registered,
based on the market price of Class A Common Stock of the Company on July 27,
1998, in accordance with Rule 457(h) under the Securities Act of 1933.
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INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The registrant's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") which contains, either directly or indirectly by incorporation by
reference, audited financial statements for the registrant's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's annual
report on Form 10-K referred to in (a) above.
(c) The description of the registrant's Class A Common Stock contained
in Registration Statement No. 333-22517, as amended, filed by the registrant
under the Securities Act of 1933 (the "Securities Act").
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 other subsequently
filed document which also is or is deemed to be incorporated by reference herein
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.
The registrant's Class A Common Stock is registered under Section 12(b)
of the Exchange Act and thus, this item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors against
expenses (including attorney's fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such officer or director actually and reasonably
incurred.
In accordance with Delaware Law, the Restated Certificate of
Incorporation of the registrant provides that no director shall be personally
liable to the registrant or its stockholders for monetary damages for breach of
fiduciary duty except for liability (i) for any breach of the director's duty of
loyalty to the registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock purchases
or redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The effect of this provision is to eliminate the
rights of the registrant and its stockholders to recover monetary damages
against a director for breach of fiduciary duty as a director including any such
breaches resulting from gross negligence.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of the
registrant and each person, if any, who controls the registrant within the
meaning of the Securities Act, against certain liabilities, including
liabilities under the Securities Act.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries.
The Restated Certificate of Incorporation of the registrant provides
for indemnification of the officers and directors of the registrant to the full
extent permitted by applicable law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4 Form of The Hertz Corporation Nonemployee Director Stock Option Plan,
filed as Appendix B to the registrant's Notice of 1998 Annual Meeting
of Stockholders and Proxy Statement on April 15, 1998, and incorporated
herein by reference.
*23 Consent of PricewaterhouseCoopers LLP
*24 Powers of Attorney
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*Filed with this Registration Statement
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities 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.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 Borough of Park Ridge, State of New Jersey, on this 31st day
of July, 1998.
THE HERTZ CORPORATION
By: /s/ PAUL J. SIRACUSA
Paul J. Siracusa
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
<S> <C> <C>
* Chairman of the Board, Chief Executive July 31, 1998
(Frank A. Olson) Officer and Director
(Principal Executive Officer)
* President, Chief Operating Officer and July 31, 1998
(CRAIG R. KOCH) Director
/s/ PAUL J. SIRACUSA Executive Vice President and Chief July 31, 1998
(Paul J. Siracusa) Financial Officer
(Principal Financial Officer)
/s/ RICHARD J. FOTI Controller July 31, 1998
(Richard J. Foti) (Principal Accounting Officer)
* Director July 31, 1998
(Louis C. Burnett)
* Director July 31, 1998
(John M. Devine)
* Director July 31, 1998
(Edward E. Hagenlocker)
* Director July 31, 1998
(Michael T. Monahan)
* Director July 31, 1998
(Peter J. Pestillo)
* Director July 31, 1998
(John M. Thompson)
* Director July 31, 1998
(Joseph A. Walker)
</TABLE>
*By signing his name hereto, Paul J. Siracusa signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly executed
by such persons.
By: /s/ PAUL J. SIRACUSA
(Attorney-In-Fact)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4 Form of The Hertz Corporation Nonemployee Director Stock Option Plan,
filed as Appendix B to the registrant's Notice of 1998 Annual Meeting
of Stockholders and Proxy Statement on April 15, 1998, and incorporated
herein by reference.
*23 Consent of PricewaterhouseCoopers LLP
*24 Powers of Attorney
*Filed herewith.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of The Hertz Corporation on Form S-8 of our report dated January 22,
1998, on our audits of the consolidated financial statements and financial
statement schedule of The Hertz Corporation as of December 31, 1997 and 1996,
and for each of the three years ended December 31, 1997, which report is
included in the 1997 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Parsippany, New Jersey
July 30, 1998
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EXHIBIT 24
POWERS OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS COVERING CLASS A COMMON STOCK OF
THE HERTZ CORPORATION FOR ISSUANCE UNDER
THE HERTZ CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
Each of the undersigned, an officer and/or director of THE HERTZ
CORPORATION (the "Corporation"), does hereby constitute and appoint Frank A.
Olson, Craig R. Koch, Paul J. Siracusa and Robert H. Rillings, and each of them,
severally, attorney-in-fact and agent of the undersigned, to execute, in his
name (whether on behalf of the Corporation, or as an officer or director of the
Corporation, or by attesting the seal of the Corporation, or otherwise), any and
all instruments which said attorney and agent may deem necessary or advisable in
order to enable the Corporation and its subsidiaries to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with a
Registration Statement or Registration Statements and any and all amendments
(including post-effective amendments) thereto relating to the issuance of Class
A Common Stock under The Hertz Corporation Nonemployee Director Stock Option
Plan, as authorized by the Board of Directors of the Corporation on February 12,
1998, including specifically but without limitation thereto, power and authority
to sign his name (whether on behalf of the Corporation, or as an officer or
director of the Corporation, or by attesting the seal of the Corporation, or
otherwise) to such a Registration Statement or Registration Statements and to
such amendments to be filed with the Commission, or any of the exhibits,
financial statements and schedules, or the Prospectuses, filed therewith, and to
file the same with the Commission; and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Any one of said attorneys and agents
shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his name hereto
as of July 31, 1998.
/s/ LOUIS C. BURNETT /s/ FRANK A. OLSON
(Louis C. Burnett) (Frank A. Olson)
/s/ JOHN M. DEVINE /s/ PETER J. PESTILLO
(John M. Devine) (Peter J. Pestillo)
/s/ EDWARD E. HAGENLOCKER /s/ JOHN M. THOMPSON
(Edward E. Hagenlocker) (John M. Thompson)
/s/ CRAIG R. KOCH /s/ JOSEPH A. WALKER
(Craig R. Koch) (Joseph A. Walker)
/s/ MICHAEL T. MONAHAN
(Michael T. Monahan)
