As filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-________
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 25-1407782
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
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)
<TABLE>
<CAPTION>
Calculation of Registration Fee
======================== ---------------------- ---------------------- ---------------------- ======================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share(1) price(1)
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C> <C>
Common Stock, without 1,600,000 Shares $9.25-$23.00 $32,557,907 $9,605
par value
======================== ====================== ====================== ====================== ======================
</TABLE>
---------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1). The offering price per share for the
unissued stock options is based on the average of the high and low prices for
the Common Stock on March 31, 1998, as reported on the NASDAQ National Market
System. The offering price per share for the outstanding stock options is the
exercise prices of such options. The chart set forth below illustrates the
calculation of the registration fee:
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE
Shares issuable pursuant to
outstanding options under 1995
Stock Option Plan
<S> <C> <C> <C>
30,000 $19.875 $ 596,250
600 18.5625 11,138
600 17.50 10,500
5,400 18.50 99,900
600 17.625 10,575
7,800 15.75 122,850
1,200 18.125 21,750
600 16.875 10,125
3,600 14.875 53,550
1,800 13.75 24,750
2,100 14.75 30,975
1,500 14.9375 22,406
600 14.625 8,775
3,600 13.625 49,050
10,800 13.50 145,800
600 13.375 8,025
71,700 9.25 663,225
207,922 9.375 1,949,269
600 10.50 6,300
Shares issuable pursuant to
unissued options under 1995
Stock Option Plan 1,248,378 $23.00 $28,712,694
Total 1,600,000 $32,557,907
</TABLE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Instruction E of
Form S-8 to register an additional 1,600,000 shares of the Common Stock of
Rent-Way, Inc. (the "Company") issuable under its 1995 Stock Option Plan. The
contents of the Company's Registration Statement on Form S-8 (No. 333-13355)
filed with the Securities and Exchange Commission on October 3, 1996, are
incorporated by reference herein.
EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 3rd day of
April, 1998.
RENT-WAY, INC.
By: /s/ Jeffrey A. Conway
Jeffrey A. Conway,
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Gerald A. Ryan Chairman of the Board and Director April 3, 1998
- ------------------------------
Gerald A. Ryan
/s/ William E. Morgenstern President, Chief Executive Officer and Director April 3, 1998
William E. Morgenstern (Principal Executive Officer)
/s/ Jeffrey A. Conway Vice President and Chief Financial Officer April 3, 1998
Jeffrey A. Conway (Principal Financial and Accounting Officer)
/s/ Marc A. Joseffer Director April 3, 1998
- ------------------------------
Marc A. Joseffer
/s/ William Lerner Director April 3, 1998
William Lerner
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NO.
<S> <C>
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)
CORPORATE:171691_1 (3OH7_1)
</TABLE>
<PAGE>
EXHIBIT 5.1
April 3, 1998
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
1,600,000 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 "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 in
accordance with the Plan, 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
<PAGE>
EXHIBIT 24.1
COOPERS & LYBRAND L.L.P
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. __________) of our report, dated October 31, 1997, on our
audits of the financial statements of Rent-Way, Inc. as of September 30, 1997
and 1996, and for the years ended September 30, 1997, 1996 and 1995.
/s/ Coopers & Lybrand L.L.P.
Cleveland, Ohio
April 3, 1998
<PAGE>
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
1800 ONE M&T PLAZA
BUFFALO, NEW YORK 14203
April 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Re: Rent-Way, Inc.--SEC File No. 0-22026
CIK No. 0000893046
Pursuant to Regulation S-T, we are forwarding electronically
on behalf of our client, Rent-Way, Inc. (the "Company"), the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended.
Please direct any comments you may have regarding this
filing to the undersigned at (716)848-1253.
Very truly yours,
HODGSON, RUSS, ANDREWS, WOODS & GOODYEAR, LLP
By /s/ John J. Zak
/cf
Enclosure
CORPORATE:171691_1 (3OH7_1)
