FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RENT-WAY, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1407782
- ------------------------------------------------------------------------------
(Sate of incorporation or organization) (I.R.S. Employer
Identification No.)
One RentWay Place, Erie, Pennsylvania 16505
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Common Stock, No Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
- ------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
Common Stock, No Par Value
The capital stock of Rent-Way, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock, no par value per share. The
holders of outstanding shares of Common Stock are entitled to receive dividends
out of assets legally available therefor at such times and in such amounts as
the Company's Board of Directors may from time-to-time determine. Each
shareholder is entitled to one vote per share on all matters to be voted on by
shareholders, except that shareholders, pursuant to Pennsylvania law, are
entitled to cumulative voting in the election of directors. Cumulative voting
means that a shareholder is entitled to a number of votes equal to the number of
shares held by such shareholder multiplied by the number of directors to be
elected, and all of such votes may be cast for one nominee or distributed among
any two or more nominees. The Common Stock is not entitled to preemptive rights
and is not subject to redemption. Upon liquidation, dissolution or winding up of
the Company, the assets legally available for distribution to holders will be
distributed ratably among such holders.
Certain provisions of the Company's Articles of Incorporation
(the "Articles") and the Company's by-laws (the "By-Laws") may make the Company
a less attractive target for acquisition by an outsider who does not have the
support of the Company's directors. There are 1,000,000 authorized and unissued
shares of preferred stock (the "Preferred Stock"). The existence of authorized
but unissued Preferred Stock may enable the Company's Board of Directors to
render more difficult or to discourage an attempt to obtain control of the
Company by means of a merger, tender offer, proxy consent or otherwise. The
Articles grant the Company's Board of Directors broad power to establish the
rights and preferences of authorized and unissued Preferred Stock.
The By-Laws of the Company provide for three classes of
directors, as nearly equal in number as possible, with the term of office of at
least one class expiring each year. The members of a class are elected for a
term of three years and until their respective successors have been elected and
qualified. The impact of such classification of the directors on the cumulative
voting rights of shareholders will be to limit the number of shares that any
shareholder may cumulate in the election of directors to the number of shares
held by such shareholder multiplied by the number of directors in the class to
be elected. The By-Laws also provide that only the Board of Directors may call
special meetings of the shareholders and that the entire Board of Directors, or
any class of the Board, or any individual director may be removed from office by
vote of the shareholders entitled to vote thereon only for cause. In addition,
the By-Laws establish advance notice procedures with regard to shareholder
proposals relating to the nomination of candidates for election as directors to
be brought before meetings of shareholders of the Company. These procedures
provide that notice of such shareholder proposals must be timely given in
writing to the Secretary of the Company prior to the meeting at which the action
is to be taken. Under the By-Laws, to be timely, notice must be received by the
Secretary of the Company not less than 14 days nor more than 50 days prior to
any meeting of the shareholders called for the election of directors. Such
notice must also contain certain information specified in the By-Laws.
While the foregoing provisions will not necessarily prevent
take-over attempts, they may discourage an attempt to obtain control of the
Company in a transaction not approved by the Company's Board of Directors by
making it more difficult for a third party to obtain control in a short time and
impose its will on the remaining shareholders of the Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
<PAGE>
SIGNATURES
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.
RENT-WAY, INC.
By:/s/ Jeffrey A. Conway
Jeffrey A. Conway
Vice President and Chief Financial Officer
Dated: September 30, 1998
