As filed with the Securities and Exchange Commission on September 27, 1999
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
(State or other jurisdiction of incorporation)
25-1407782
(I.R.S. Employer Identification No.)
One RentWay Place, Erie, Pennsylvania 16505 (814) 455-5378
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
1999 STOCK OPTION PLAN
(Full title of the plan)
-----------------------
William E. Morgenstern
Chairman of the Board, President and Chief Executive Officer
Rent-Way, Inc.
One RentWay Place
Erie, Pennsylvania 16505
(814) 455-5378
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering registration fee
share(2) price(2)
Common Stock, 2,500,000 Shares $20.97 - 27.875 $55,877,500 $15,534
without par value
==================== ================= ================== ================== ==================
<FN>
(1) The number of shares are subject to adjustment pursuant to the anti-dilution
provisions of the Rent-Way 1999 Stock Option Plan ("Plan"). Accordingly, this
Registration Statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
</FN>
<FN>
(2) 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 September 24, 1999, as reported on the New York Stock
Exchange. The offering price per share for the outstanding stock options is the
exercise price for these options. The chart set forth below illustrates the
calculation of the registration fee:
</FN>
</TABLE>
Shares issuable pursuant Number of Shares Offering Price Aggregate
to outstanding options Per Share Offering Price
under the 1999 Stock
Option Plan 500,000 $27.875 $13,937,500
Shares issuable pursuant 2,000,000 $20.97 41,940,000
to unissued options under
the 1999 Stock Option Plan
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will
be sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE 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-K for the year ended September
30, 1998;
(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 "Exchange Act")
since the end of the fiscal year covered by the Annual Report referred to in (a)
above, including (i) the Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1998, March 31, 1999 and June 30, 1999, (ii) the
Company's Current Reports on Form 8-K and Form 8-K/A filed on December 24, 1998
and February 22, 1999, respectively; (iii) Form 8-K filed July 27, 1999; (iv)
Form 8-K filed August 16, 1999 and (v) Form 8-K filed August 31, 1999; and
(c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A, dated September 30, 1998 filed under Section
12(b) of the Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
(d) In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
date of this Registration Statement and 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, the
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
incorporated herein by reference to
Exhibit 3.1 of the Company's Annual
Report of Form 10-K for the year ended
September 30, 1998 (as amended in the
manner contemplated by Section 2.1 of
the Agreement and Plan of Merger
included as Annex A to the Joint Proxy
Statement/Prospectus filed on Form S-4
on November 6, 1998 (No.333-66955)
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 1999 Stock Option Plan (filed as of
February 12, 1999 as Exhibit A to the
Company's Proxy Statement on Schedule
14A and incorporated herein by this
reference)
5.1 Opinion of Hodgson, Russ, Andrews, Woods
& Goodyear, LLP
24.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
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;
(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
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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit 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 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 Securities
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<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 27th day of
September, 1999.
RENT-WAY, INC.
By: /s/ Jeffrey A. Conway
---------------------
Jeffrey A. Conway
Senior 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/ William E. Morgenstern
- -------------------------- President, Chief Executive Officer September 27, 1999
William E. Morgenstern and Director (Principal Executive Officer)
/s/ Jeffrey A. Conway
- -------------------------- Senior Vice President and September 27, 1999
Jeffrey A. Conway Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ William Lerner
- -------------------------- Director September 27, 1999
William Lerner
- -------------------------- Director September 27, 1999
Vincent Carrino
/s/ Robert B. Fagenson
- -------------------------- Director September 27, 1999
Robert B. Fagenson
/s/ Marc A. Joseffer
- -------------------------- Director September 27, 1999
Marc A. Joseffer
/s/ Gerald A. Ryan
- -------------------------- Director September 27, 1999
Gerald A. Ryan
- --------------------------- Director September 27, 1999
Paul N. Upchurch
- --------------------------- Director September 27, 1999
Jacqueline Woods
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Articles of Incorporation of the Company incorporated herein
by reference to Exhibit 3.1 of the Company's Annual Report
of Form 10-K for the year ended September 30, 1998 (as
amended in the manner contemplated by Section 2.1 of the
Agreement and Plan of Merger included as Annex A to the
Joint Proxy Statement/Prospectus filed on Form S-4 on
November 6, 1998 No. 333-66955.
4.2 By-Laws of the Company, as amended (filed as of December 8,
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 1999 Stock Option Plan (filed as of February 12, 1999 as
Exhibit A to the Company's Proxy Statement on Schedule 14A
and incorporated herein by this reference)
5.1 Opinion of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
24.1 Consent of PricewaterhouseCoopers LLP
24.2 Consent of Hodgson, Russ, Andrews, Woods & Goodyear, LLP
(included in Exhibit 5.1)
September 27, 1999
Rent-Way, Inc.
One RentWay Place
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
2,500,000 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 1999 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
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 333- __________) of our report, dated December 10, 1998
relating to the financial statements of Rent-Way, Inc. which appears in Rent-Way
Inc.'s Annual Report on Form 10-K for the year ended September 30, 1998.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
September 27, 1999
