AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2003
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REPUBLIC SERVICES, INC.
--------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Governing Instruments)
DELAWARE 65-0716904
-------------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
REPUBLIC SERVICES, INC.
110 S.E. SIXTH STREET, 28TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(954) 769-2400
--------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
DAVID A. BARCLAY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
REPUBLIC SERVICES, INC.
110 S.E. SIXTH STREET, 28TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(954) 769-2400
--------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
REPUBLIC SERVICES, INC.
AMENDED AND RESTATED
1998 STOCK INCENTIVE PLAN
--------------------------------------------------------------------
(Full Title of the Plan)
COPIES OF ALL COMMUNICATIONS TO:
JONATHAN L. AWNER, ESQ.
AKERMAN SENTERFITT
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600
CALCULATION OF REGISTRATION FEE
================================== ================== =========================== ================== ===============
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF AMOUNT TO OFFERING PRICE PER SHARE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) (2) (2) FEE
---------------------------------- ------------------ --------------------------- ------------------ ---------------
Common Stock, 7,000,000 shares $19.435 $136,045,000.00 $11,019.65
par value $0.01 per share
================================== ================== =========================== ================== ===============
(1) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of the
Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Republic Services, Inc. ("Republic") is filing this Registration
Statement on Form S-8 to register 7,000,000 additional shares of Republic common
stock authorized for issuance under the Republic Services, Inc. 1998 Amended and
Restated Stock Incentive Plan (the "Plan"). Republic filed a Registration
Statement on Form S-8 with respect to the initial 20,000,000 shares of Republic
common stock authorized for issuance under the Plan on May 10, 1999
(Registration No. 333-78125) (the "Prior Registration Statement") with the
Securities and Exchange Commission (the "Commission"). In accordance with
General Instruction E of Form S-8, the contents of the Prior Registration
Statement, including any amendments thereto or filings incorporated therein, are
incorporated by reference into this Registration Statement on Form S-8.
Upon the effectiveness of this Registration Statement on Form S-8, the
total number of shares of Republic common stock available for issuance under the
Plan will be 27,000,000, which includes the 7,000,000 shares of Republic common
stock registered on this registration statement and 20,000,000 shares of
Republic common stock that were registered on the Prior Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
registration statement:
(a) Republic's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the Commission on March 28, 2002.
(b) All other reports filed by Republic 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 year covered by the Annual Report on Form 10-K referred to
in paragraph (a) above.
(c) The description of Republic's common stock, which is contained in a
Registration Statement on Form 8-A, filed with the Commission on June 30, 1998.
In addition, all documents subsequently filed by Republic pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all 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 filing of such documents. Any statement in a
document incorporated or is deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
2
ITEM 8. EXHIBITS.
The exhibits filed as part of this registration statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 -- Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1998).
4.2 -- Certificate of Amendment to Amended and Restated Certificate
of Incorporation of the Company (incorporated by reference
to Exhibit 4.2 of the Company's Registration Statement on
Form S-8, Registration No. 333-81801, filed with the
Commission on June 29, 1999).
4.3 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1998).
4.4 -- The Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-8, Registration No. 333-81801, filed
with the Commission on June 29, 1999).
5.1 -- Opinion of Akerman Senterfitt
10.1 -- Republic Services, Inc. 1998 Stock Incentive Plan (as
amended and restated March 6, 2002) (incorporated by
reference to Exhibit A of our Proxy Statement on
Schedule 14A relating to our 2002 Annual Meeting of
Stockholders dated May 16, 2002).
23.1 -- Information Regarding the Consent of Arthur Andersen
LLP.
23.2 -- Consent of Akerman Senterfitt (included in opinion filed
as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature
page hereto).
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly approved, in the City of
Fort Lauderdale, State of Florida, on the 26th day of March, 2003.
REPUBLIC SERVICES, INC.
By: /s/ JAMES E. O'CONNOR
---------------------------------------------------
James E. O'Connor
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James E. O'Connor and Harris W.
Hudson his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each 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 on Form S-8 has been signed by the following persons in
their capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
>
/s/ James E. O'Connor Chairman of the Board, March 26, 2003
------------------------------ Chief Executive Officer and Director
James E. O'Connor (Principal Executive Officer)
/s/ Harris W. Hudson Vice Chairman and Director March 26, 2003
------------------------------
Harris W. Hudson
/s/ Tod C. Holmes Senior Vice President and March 26, 2003
------------------------------- Chief Financial Officer
Tod C. Holmes (Principal Financial Officer)
/s/ Charles F. Serianni Chief Accounting Officer March 26, 2003
------------------------------ (Principal Accounting Officer)
Charles F. Serianni
/s/ H. Wayne Huizenga Director March 26, 2003
------------------------------
H. Wayne Huizenga
/s/ John W. Croghan Director March 26, 2003
------------------------------
John W. Croghan
/s/ Ramon A. Rodriguez Director March 26, 2003
------------------------------
Ramon A. Rodriguez
/s/ Allan C. Sorensen Director March 26, 2003
------------------------------
Allan C. Sorensen
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 -- Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1998).
4.2 -- Certificate of Amendment to Amended and Restated Certificate
of Incorporation of the Company (incorporated by reference
to Exhibit 4.2 of the Company's Registration Statement on
Form S-8, Registration No. 333-81801, filed with the
Commission on June 29, 1999).
4.3 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1998).
4.4 -- The Company's Common Stock Certificate (incorporated by
reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-8, Registration No. 333-81801, filed
with the Commission on June 29, 1999).
5.1 -- Opinion of Akerman Senterfitt
10.1 -- Republic Services, Inc. 1998 Stock Incentive Plan (as
amended and restated March 6, 2002) (incorporated by
reference to Exhibit A of our Proxy Statement on
Schedule 14A relating to our 2002 Annual Meeting of
Stockholders dated May 16, 2002).
23.1 -- Information Regarding the Consent of Arthur Andersen
LLP.
23.2 -- Consent of Akerman Senterfitt (included in opinion filed
as Exhibit 5.1).
24.1 -- Powers of Attorney (included as part of the signature
page hereto).
5