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As filed with the Securities and Exchange Commission on June 1, 2000
REGISTRATION NO. 333-
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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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BUDGET GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-3227576
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(Address, including zip code, of registrant's principal executive offices)
BUDGET GROUP, INC. 2000 STOCK PLAN
(Full title of plans)
SANFORD MILLER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BUDGET GROUP, INC.
125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(904) 238-7035
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ROBERT L. APRATI JEFFREY M. STEIN, ESQ.
EXECUTIVE VICE PRESIDENT, KING & SPALDING
GENERAL COUNSEL AND SECRETARY 191 PEACHTREE STREET
BUDGET GROUP, INC. ATLANTA, GEORGIA 30303-1763
4225 NAPERVILLE ROAD (404) 572-4600
LISLE, ILLINOIS 60532
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to Offering Price Aggregate Registration
be Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share..................... 5,935,117 $3.8125 $22,627,634 $5,974
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices per share of Class A Common Stock of Budget Group, Inc. as
reported on The New York Stock Exchange on May 30, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to employees and/or directors of Budget Group, Inc.
(the "Company" or the "Registrant") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions of Part I of Form S-8, such documents will not be filed with
the Securities Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by the Registrant
with the Commission and are hereby incorporated by reference into this
Registration Statement as of their respective dates:
(a) Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and
(c) the description of the Registrant's common stock, par
value $.01 per share ("Common Stock") contained in
the Registrant's Registration Statement on Form 8-A,
dated April 15, 1997, including any amendment or
report filed for the purpose of updating such
description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.
Any statement contained in any document incorporated or deemed to be
incorporated by reference into this Registration Statement shall be deemed to be
modified or superseded for purposes thereof to the extent that a statement
contained therein or in any other subsequently filed document that is also
incorporated or deemed to be incorporated therein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interest of Named Experts and Counsel.
Inapplicable.
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Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the
complete statute, Restated Certificate of Incorporation, Bylaws and agreements
referred to below.
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a corporation has the power to indemnify any director or
officer, or former director or officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) against the expenses (including
attorneys' fees), judgments, fines or amounts paid in settlement actually and
reasonably incurred by them in connection with the defense of any action by
reason of being or having been directors or officers, if such person shall have
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, provided that such person had no reasonable cause to
believe his conduct was unlawful, except that, if such action shall be in the
right of the corporation, no such indemnification shall be provided as to any
claim, issue or matter as to which such person shall have been judged to have
been liable to the corporation unless and to the extent that the Court of
Chancery of the State of Delaware, or any court in which such suit or action was
brought, shall determine upon application that, in view of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as such court shall deem proper.
As permitted by Section 102(b)(7) of the DGCL, the Amended and Restated
Certificate of Incorporation of the Registrant (the "Restated Certificate of
Incorporation") provides that no director shall be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director
other than (i) for breaches of the director's duty of loyalty to the Company and
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for the unlawful
payment of dividends or unlawful stock purchases or redemptions under Section
174 of the DGCL, and (iv) for any transaction from which the director derived an
improper personal benefit.
The Registrant's Bylaws provide indemnification of the Registrant's
directors and officers, both past and present, to the fullest extent permitted
by the DGCL, and allow the Registrant to advance or reimburse litigation
expenses upon submission by the director or officer of an undertaking to repay
such advances or reimbursements if it is ultimately determined that
indemnification is not available to such director or officer pursuant to the
Bylaws. The Registrant's Bylaws also authorize the Registrant to purchase and
maintain insurance on behalf of an officer or director, past or present, against
any liability asserted against him in any such capacity whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of the Restated Certificate of Incorporation or Section 145 of
the DGCL.
The Registrant has entered into indemnification agreements with each of
its directors and certain of its executive officers. The indemnification
agreements require the Registrant, among other things, to indemnify such
directors and officers against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.
Item 7. Exemption from Registration Claimed.
Inapplicable.
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Item 8. Exhibits.
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Exhibit Description
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4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1
to the Registrant's Registration Statement on Form
S-4, File No. 333-78257, dated May 11, 1999).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4, File
No. 333-78257, dated May 11, 1999).
4.3 Specimen Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1, File No. 333-34799, dated
September 26, 1997).
4.4 Budget Group, Inc. 2000 Stock Plan (incorporated by
reference to Annex A to the Registrant's Proxy
Statement for the 2000 Annual Meeting of Stockholders
held May 18, 2000).
*5.1 Opinion of King & Spalding regarding legality of shares
being registered.
*23.1 Consent of Arthur Andersen LLP.
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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*Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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,
represent a fundamental change in the
information set forth in this Registration
Statement;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
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(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) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant'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 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 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
EXPERTS
The consolidated balance sheets of the Company and its subsidiaries as
of December 31, 1998 and 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1999, included in Company's Annual Report
on Form 10-K incorporated by reference in this registration statement, have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
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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 City of Lisle, State of Illinois, on this 1st day of June,
2000.
BUDGET GROUP, INC.
By: /s/ Sanford Miller
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Sanford Miller
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sanford Miller and Robert L. Aprati, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for such person and in his name, place and
stead, in any and all capacities, to sign this Registration Statement on Form
S-8 and any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 1, 2000.
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Signature Title
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<S> <C>
/s/ Sanford Miller Chairman of the Board and Chief Executive
--------------------------------- Officer (Principal Executive Officer)
Sanford Miller
/s/ Neal S. Cohen Chief Financial Officer (Principal
--------------------------------- Financial Officer)
Neal S. Cohen
/s/ Thomas L. Kram Vice President, Controller
--------------------------------- (Principal Accounting
Thomas L. Kram Officer)
/s/ Jeffry D. Congdon Director
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Jeffrey D. Congdon
/s/ Ronald D. Agronin Director
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Ronald D. Agronin
</TABLE>
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/s/ James F. Calvano Director
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James F. Calvano
/s/ F. Perkins Hixon, Jr. Director
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F. Perkins Hixon, Jr.
/s/ Martin P. Gregor Director
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Martin P. Gregor
/s/ John P. Kennedy Director
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John P. Kennedy
/s/ Stephen L. Weber Director
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Stephen L. Weber
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EXHIBIT INDEX
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Exhibit Description Page
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<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4, File No. 333-78257, dated
May 11, 1999).
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4, File No. 333-78257, dated May 11,
1999).
4.3 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1, File No. 333-34799, dated September 26, 1997).
4.4 Budget Group, Inc. 2000 Stock Plan (incorporated by reference
to Annex A to the Registrant's Proxy Statement for the 2000
Annual Meeting of Stockholders held May 18, 2000).
*5.1 Opinion of King & Spalding regarding legality of shares being
registered.
*23.1 Consent of Arthur Andersen LLP.
23.2 Consent of King & Spalding (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
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* Filed herewith.
