sv8
As filed with the Securities and Exchange Commission on November 2, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
UNITED RENTALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1522496 |
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification Number) |
Five Greenwich Office Park, Greenwich, Connecticut 06831
(Address of Principal Executive Offices)
United Rentals, Inc. 401(k) Investment Plan
(Full title of the plan)
Jonathan M. Gottsegen, Esq.
Senior Vice President, General Counsel and Corporate Secretary
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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated Filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum Offering |
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Maximum Aggregate |
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Amount to be |
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Price per |
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Offering |
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Amount of |
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Title of Securities to be Registered |
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Registered |
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Share(1) |
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Price(1) |
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Registration Fee |
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Common Stock (par value $0.01 per
share)(2) |
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300,000 shares |
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$9.58 |
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$2,874,000.00 |
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$160.37 |
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(1) |
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Estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended,
(the Securities Act) solely for the purposes of calculating the registration fee, on the
basis of the average of the high and low selling prices per share of
the Registrants common stock on October 28, 2009, as reported by the New York Stock Exchange. |
(2) |
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Pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an
indeterminate number of interests to be offered or sold pursuant to the employee benefit plan
described herein. In accordance with Rule 457(h)(2) under the Securities Act no separate fee
calculation is made for plan interests. |
EXPLANATORY STATEMENT IN CONNECTION WITH THE FILING
OF A REGISTRATION STATEMENT ON FORM S-8
FILED PURSUANT TO INSTRUCTION E OF FORM S-8
United Rentals, Inc. (the Registrant) previously filed a registration statement on
Form S-8 (File No. 333-39770) on June 21, 2000 (the Registration Statement), registering,
among other shares, 200,000 shares under the Registrants 401(k) Investment Plan (the
401(k) Plan). The contents of the Registration Statement are incorporated herein by
reference. On August 22, 2002 the Registrant filed a registration statement on Form S-8
(File No. 333-98567) registering, among other shares, an additional 700,000 shares under the
401(k) Plan. In accordance with Instruction E of the general instructions to Form S-8, this
registration statement is registering an additional 300,000 shares under the 401(k) Plan.
TABLE OF CONTENTS
Item 8. Exhibits.
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Exhibit Number |
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Description |
4.1
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Amendment No. 1 to the United Rentals, Inc. 401(k) Investment Plan |
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23.1
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Consent of Independent Registered Public Accounting Firm |
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 Greenwich, Connecticut, on
November 2, 2009.
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UNITED RENTALS, INC.
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By: |
/s/
Jonathan M. Gottsegen |
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Name: |
Jonathan M. Gottsegen |
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Title: |
Senior Vice President, General Counsel and
Corporate Secretary |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the
heading Signatures constitutes and appoints Jonathan M. Gottsegen, Esq. and William B. Plummer as
his or her true and lawful attorney-in-fact, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities
to sign any or 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 attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully for
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact, or his or her substitute, acting alone, 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 and on the dates indicated.
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Signatures |
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Title |
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Date |
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/s/ Michael J. Kneeland
Michael J. Kneeland |
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Director and Chief Executive Officer
(Principal Executive Officer)
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November 2, 2009 |
/s/ Jenne K. Britell
Jenne K. Britell |
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Chairman
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November 2, 2009 |
/s/ William B. Plummer
William B. Plummer |
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Chief Financial Officer (Principal
Financial Officer)
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November 2, 2009 |
/s/ John J. Fahey
John J. Fahey |
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Controller (Principal Accounting Officer)
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November 2, 2009 |
/s/ José B. Alvarez
José B. Alvarez |
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Director
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October 28, 2009 |
/s/ Howard L. Clark, Jr.
Howard L. Clark, Jr. |
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Director
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November 2, 2009 |
/s/ Bobby J. Griffin
Bobby J. Griffin |
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Director
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November 2, 2009 |
/s/ Singleton B. McAllister
Singleton B. McAllister |
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Director
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November 2, 2009 |
/s/ Brian D. McAuley
Brian D. McAuley |
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Director
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November 2, 2009 |
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Signatures |
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Title |
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Date |
/s/ John S. McKinney
John S. McKinney |
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Director
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November 2, 2009 |
/s/ Jason D. Papastavrou
Jason D. Papastavrou |
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Director
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October 29, 2009 |
/s/ Filippo Passerini
Filippo Passerini |
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Director
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November 2, 2009 |
/s/ L. Keith Wimbush
L. Keith Wimbush |
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Director
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November 2, 2009 |
EXHIBIT INDEX
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Exhibit Number |
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Description |
4.1
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Amendment No. 1 to the United Rentals, Inc. 401(k) Investment Plan |
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23.1
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Consent of Independent Registered Public Accounting Firm |