As filed with the Securities and Exchange Commission
on October 3, 1996
Registration No. ____________
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
RENT-WAY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation)
25-1407782
(I.R.S. Employer Identification No.)
3230 West Lake Road, Erie, Pennsylvania 16505 (814) 836-0618
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
________________________
1995 STOCK OPTION PLAN
(Full title of the plan)
_______________________
William E. Morgenstern
President and Chief Executive Officer
Rent-Way, Inc.
3230 West Lake Road
Erie, Pennsylvania 16505
(814) 836-0618
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share(1) price(1) fee
__________ ___________ __________ _________ ____________
Common 400,000 $12.5625 $5,025,000 $1,732.76
Stock, Shares
without par
value
_____________________
(1) Estimated pursuant to Rule 457 solely for the purpose of
calculating the registration fee based on the average of the
high and low trading prices for the Common Stock in the
over-the-counter market on September 27, 1996, as reported
on the NASDAQ National Market System.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Rent-Way, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following
documents:
(a) The Company's Annual Report on Form 10-KSB for the
year ended September 30, 1995;
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") since the end of the fiscal year covered
by the Annual Report referred to in (a) above, including the
Company's Quarterly Reports on Form 10-QSB for the quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996; and
(c) The description of the Company's common stock
contained in the Registration Statement on Form 8-A, dated August
19, 1993 filed under Section 12 of the 1934 Act, including any
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates
that the securities offered hereby have been sold or which
registers the securities offered hereby then remaining unsold,
shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing from
the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The provisions of Sections 1741 through 1750 of the
Pennsylvania Business Corporation Law provide that a corporation
shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any action or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a
representative of the corporation, against expenses (including
attorney's fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with the action or proceeding if they acted in good
faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation. To the extent
that a representative of the corporation has been successful on
the merits or otherwise in defense of any action or proceeding or
in defense of any claim, issue or matter therein, the corporation
is required by the Pennsylvania Business Corporation Law to
indemnify them against expenses actually and reasonably incurred
by them in connection with such defense.
The Company's By-Laws provide that it shall indemnify
its officers and directors against claims arising from actions
taken in their official capacity except where the conduct giving
rise to the claim is finally determined by a court or in
arbitration to have constituted willful misconduct or
recklessness or to have involved the receipt from the Company of
a personal benefit to which the officer or director was not
entitled, or where such indemnification has been determined in a
final adjudication to be unlawful. The Company may create a
fund, trust or other arrangement to secure the indemnification.
In addition, Company is required to pay the expenses of defending
the claim in advance of final adjudication upon the receipt of an
undertaking by the officer or director to repay such advanced
amounts if it is ultimately determined that the officer or
director is not entitled to be indemnified. These provisions of
the Company's By-Laws are expressly permitted pursuant to the
Pennsylvania Business Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Description
4.1 Articles of Incorporation of the
Company, as amended (filed as of January
5, 1996 as Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 (No.
333-116) and incorporated herein by this
reference)
4.2 By-Laws of the Company, as amended
(filed as of December 8, 1992 as an
exhibit to the Company's Registration
Statement on Form S-18 (No. 33-55562-NY)
and incorporated herein by this
reference)
4.3 1995 Stock Option Plan (filed as of
January 5, 1996 as Exhibit 10.2 to the
Company's Registration Statement on Form
SB-2 (No. 333-116) and incorporated
herein by this reference)
5.1 Opinion of Hodgson, Russ, Andrews, Woods
& Goodyear, LLP
24.1 Consent of Coopers & Lybrand, L.L.P.
24.2 Consent of Hodgson, Russ, Andrews, Woods
& Goodyear, LLP (included in Exhibit
5.1)
Item 9. Undertakings
A. The Company 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, as amended (the "1933
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, represents a fundamental
change in the information set forth in this Registration
Statement; and
(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 (1)(i) and (1)(ii) above 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
Company pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the 1933 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 Company hereby undertakes that, for purposes
of determining any liability under the 1934 Act, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of
the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
1934 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 1933 Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer of controlling person of the Company 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 Company 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 is against
public policy as expressed in the 1933 Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the
Company 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 Erie, State of Pennsylvania, on the 30th day of September,
1996.
RENT-WAY, INC.
By: /s/ Jeffrey A. Conway
Jeffrey A. Conway,
Vice-President and
Chief Financial Officer
Pursuant to the requirements of the 1933 Act, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gerald A. Ryan Chairman of the Board September 30, 1996
Gerald A. Ryan and Director
/s/ William F. Morgenstern President, Chief Executive September 30, 1996
William E. Morgenstern Officer and Director
(Principal Executive Officer)
/s/ Jeffrey A. Conway Vice President and Chief September 30, 1996
Jeffrey A. Conway Financial Chief
(Principal Financial and
Accounting Officer)
/s/ Marc A. Joseffer Director September 30, 1996
Marc A. Joseffer
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation of the
Company, as amended (filed as of
January 5, 1996 as Exhibit 3.1 to
the Company's Registration
Statement on Form SB-2 (No. 333-
116) and incorporated herein by
this reference).
4.2 By-Laws of the Company, as amended
(filed as of December 8, 1992 as an
exhibit to the Company's
Registration Statement on Form S-18
(No. 33-55562-NY) and incorporated
herein by this reference)
4.3 1995 Stock Option Plan (filed as of
January 5, 1996 as Exhibit 10.2 to
the Company's Registration
Statement on Form SB-2 (No. 333-
116) and incorporated herein by
this reference).
5.1 Opinion of Hodgson, Russ, Andrews,
Woods & Goodyear, LLP
24.1 Consent of Coopers & Lybrand, L.L.P.
24.2 Consent of Hodgson, Russ, Andrews, Woods
& Goodyear, LLP (included in Exhibit 5.1)
EXHIBIT 5.1
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR
September 30, 1996
Rent-Way, Inc.
3230 West Lake Road
Erie, Pennsylvania 16505
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
We are delivering this opinion at your request in
connection with the registration by Rent-Way, Inc. (the
"Company") under the Securities Act of 1933, as amended, and the
Rules and Regulations thereunder (the "Act"), of 400,000 shares
of the Company's Common Stock, without par value per share (the
"Shares"), for issuance and sale by the Company pursuant to the
above-referenced registration statement (the "Registration
Statement") upon exercise of options granted under the Company's
1995 Stock Option Plan.
The opinion set forth in this letter is based upon (1)
our review of (a) the Registration Statement, (b) originals, or
copies authenticated to our satisfaction, of the Company's
Articles of Incorporation, as amended, its By-laws, as amended,
and records of certain of its corporate proceedings and (c) such
other certificates, opinions and instruments as we have deemed
necessary and (2) our review of such published sources of law as
we have deemed necessary. We have assumed that when the Shares
are sold appropriate certificates complying with applicable law
evidencing the Shares will be properly executed.
Based upon the foregoing, it is our opinion that the
Shares have been duly authorized, and when the Shares are issued
and paid for as contemplated by the Registration Statement, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
By /s/ John J. Zak
/mmf
EXHIBIT 24.1
COOPERS & LYBRAND L.L.P
Consent of Independent Accountants
We consent to the inclusion in this registration statement on
Form S-8 (File No. __________) of our report, dated December 28,
1995, on our audit of the financial statements of Rent-Way, Inc.
/s/ Coopers & Lybrand L.L.P.
Cleveland, Ohio
September 30, 1996
