As filed with the Securities and Exchange Commission on April 13, 2006
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED RENTALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 06-1522496 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
Five Greenwich Office Park
Greenwich, Connecticut 06831
(Address of Principal Executive Offices)
United Rentals, Inc. 1998 Stock Option Plan
United Rentals, Inc. 1998 Supplemental Stock Option Plan
(Full Title of the Plans)
Wayland R. Hicks
Chief Executive Officer
United Rentals, Inc.
Five Greenwich Office Park
Greenwich, Connecticut 06831
(Name and Address of Agent for Service)
(203) 622-3131
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas E. Molner, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
(212) 715-9100
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | |||||||||
| 1998 Stock Option Plan - Common Stock |
960,000 | (1) | $ | 17.00 | (3) | $ | 16,320,000 | $ | 1,746 | ||||
| 1998 Stock Option Plan - Common Stock |
40,000 | (1) | $ | 34.505 | (4) | $ | 1,380,200 | $ | 147.68 | ||||
| 1998 Supplemental Stock Option Plan - Common Stock |
2,013,475 | (2) | $ | 18.50 | (3) | $ | 37,249,288 | $ | 3,986 | ||||
| 1998 Supplemental Stock Option Plan - Common Stock |
836,525 | (2) | $ | 34.505 | (4) | $ | 28,864,296 | $ | 3,088.42 | ||||
| Total: | $ | 8,968.07 | |||||||||||
| (1) | Representing additional shares authorized under the United Rentals, Inc. 1998 Stock Option Plan. |
| (2) | Representing additional shares authorized under the United Rentals, Inc. 1998 Supplemental Stock Option Plan. |
| (3) | Calculated solely for the purposes of this offering pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the weighted average exercise price of the outstanding options to which such shares are subject. |
| (4) | Calculated solely for the purposes of this offering pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of Registrant’s common stock on April 11, 2006. |
EXPLANATORY STATEMENT IN CONNECTION WITH THE FILING
OF A REGISTRATION STATEMENT ON FORM S-8
FILED PURSUANT TO INSTRUCTION E OF FORM S-8
The Registrant previously filed a Registration Statement on Form S-8 (File No. 333-70345) (the “Registration Statement”), registering shares under the Registrant’s 1998 Stock Option Plan and 1998 Supplemental Stock Option Plan, the contents of which are incorporated herein by reference. In accordance with Instruction E of the general instructions to Form S-8, this Registration Statement is registering additional shares under each of these plans.
Item 8. Exhibits.
| Exhibit Number |
Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of United Rentals, Inc., (incorporated by reference to exhibit 3.1 of United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 1998). | |
| 4.2 | Certificate of Amendment to the United Rentals, Inc. Amended and Restated Certificate of Incorporation dated, September 29, 1998 (incorporated by reference to Exhibit 4.2 to the United Rentals, Inc. Registration Statement on Form S-3, No. 333-70151). | |
| 4.3 | By-laws of United Rentals, Inc. (incorporated by reference to exhibit 3.2 of United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 1998). | |
| 5 | Opinion of Counsel re legality. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Counsel (included in Exhibit 5 above). | |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Greenwich, State of Connecticut, on this 13th day of April, 2006.
| UNITED RENTALS, INC. | ||
| By: |
/s/ Wayland R. Hicks | |
| Name: |
Wayland R. Hicks | |
| Title: |
Chief Executive 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.
| /s/ Bradley S. Jacobs |
Chairman of the Board of Directors | April 13, 2006 | ||
| Bradley S. Jacobs | ||||
| /s/ Wayland R. Hicks |
Director and Chief Executive Officer (Principal Executive | April 13, 2006 | ||
| Wayland R. Hicks | Officer) | |||
| /s/ Leon D. Black |
Director | April 13, 2006 | ||
| Leon D. Black | ||||
| /s/ Howard L. Clark |
Director | April 13, 2006 | ||
| Howard L. Clark | ||||
| /s/ Michael S. Gross |
Director | April 13, 2006 | ||
| Michael S. Gross | ||||
| /s/ Singleton McAllister |
Director | April 13, 2006 | ||
| Singleton McAllister | ||||
| /s/ John S. McKinney |
Director | April 13, 2006 | ||
| John S. McKinney | ||||
|
|
Director | |||
| Brian McAuley | ||||
| /s/ Jason Papastavrou |
Director | April 13, 2006 | ||
| Jason Papastavrou | ||||
| /s/ Mark Suwyn |
Director | April 13, 2006 | ||
| Mark Suwyn | ||||
| /s/ Gerald Tsai, Jr. |
Director | April 13, 2006 | ||
| Gerald Tsai, Jr. | ||||
| /s/ Martin E. Welch III |
Chief Financial Officer (Principal Financial and | April 13, 2006 | ||
| Martin E. Welch III | Accounting Officer) | |||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4.1 | Amended and Restated Certificate of Incorporation of United Rentals, Inc., (incorporated by reference to exhibit 3.1 of United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 1998). | |
| 4.2 | Certificate of Amendment to the United Rentals, Inc. Amended and Restated Certificate of Incorporation dated, September 29, 1998 (incorporated by reference to Exhibit 4.2 to the United Rentals, Inc. Registration Statement on Form S-3, No. 333-70151). | |
| 4.3 | By-laws of United Rentals, Inc. (incorporated by reference to exhibit 3.2 of United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 1998). | |
| 5 | Opinion of Counsel re legality. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Counsel (included in Exhibit 5 above). | |