Prepared by R.R. Donnelley Financial -- Form S-8
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
(State or Other Jurisdiction of Incorporation or Organization)
06-1522496
(I.R.S. Employer Identification No.)
Five Greenwich Office Park
Greenwich, Connecticut 06830
(203) 622-3131
(Address of Principal Executive Offices)
United Rentals, Inc. 401(k) Investment Plan
United Rentals, Inc. Acquisition Plan
(Full Title of Plan)
Michael J. Nolan
Five Greenwich Office Park
Greenwich, Connecticut 06830
(Name and Address of Agent For Service)
(203) 622-3131
(Telephone Number, Including Area Code of Agent For Service)
A copy of all communications, including communications sent to the agent for service, should be sent to:
| Joseph Ehrenreich, Esq. Ehrenreich Eilenberg & Krause LLP 11 East 44th Street New York, NY 10017 (212) 986-9700 |
|
Malcolm E. Landau, Esq. Weil,
Gotshal & Manges LLP 767 Fifth Avenue New York, NY
10153 (212) 310-8000 |
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
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Amount to be Registered(1) |
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Proposed Maximum Offering Price Per Share(2) |
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Proposed Maximum Aggregate Offering Price(2) |
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Amount of Registration Fee |
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| Common Stock, par value $0.01 per share (3) |
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750,000 |
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$14.14 |
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$10,605,000 |
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$976 |
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(1) Represents (i) up to 700,000 shares that may be
acquired, with employer and employee contributions, by participants in the United Rentals, Inc. 401(k) Investment Plan, and (ii) up to 50,000 shares that may be acquired, with employer and employee contributions, by participants in the United
Rentals, Inc. Acquisition Plan.
(2) Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457(h) based upon the average of the high and low sales prices of the registrant’s common stock on August 15, 2002, as reported on the New York Stock Exchange Composite Tape.
(3) 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 plans covered hereunder. In accordance with Rule 457(h)(2) under the Securities Act no separate fee calculation is made for plan interests.
EXPLANATORY NOTE
This Registration Statement registers shares of our company’s common stock that may be acquired, with employer and employee contributions, by participants in the
United Rentals, Inc. 401(k) Investment Plan and by participants in the United Rentals, Inc. Acquisition Plan. This Registration Statement does not cover any reoffers or resales of shares by executive officers or directors of our company
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the
contents of our company’s previously filed Registration Statement on Form S-8, Registration No. 333-39770, which registered (i) 200,000 shares of our common stock that were to be acquired, with employer and employee contributions, by
participants in the United Rentals, Inc. 401(k) Investment Plan, and (ii) 50,000 shares of our common stock that were to be acquired, with employer and employee contributions, by participants in the United Rentals, Inc. Acquisition Plan.
Item 8. Exhibits.
23 |
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Consent of Ernst & Young LLP |
SIGNATURES
Pursuant to the requirements of 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 the 22nd day of August, 2002.
| UNITED RENTALS, INC. |
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| By: |
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/S/ MICHAEL J. NOLAN
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Michael J. Nolan Chief Financial Officer |
| /S/ BRADLEY S. JACOBS
Bradley S. Jacobs |
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Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
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August 22, 2002 |
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| /S/ WAYLAND R. HICKS
Wayland R. Hicks |
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Director |
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August 22, 2002 |
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| /S/ JOHN N. MILNE
John N. Milne |
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Director |
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August 22, 2002 |
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| /S/ JOHN S. MCKINNEY
John S. McKinney |
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Director |
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August 22, 2002 |
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Leon D. Black |
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Director |
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| /S/ RONALD M. DEFEO
Ronald M. DeFeo |
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Director |
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August 22, 2002 |
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Michael S. Gross |
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Director |
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| /S/ GERALD TSAI, JR.
Gerald Tsai, Jr. |
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Director |
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August 22, 2002 |
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| /S/ TIMOTHY J. TULLY
Timothy J. Tully |
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Director |
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August 22, 2002 |
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| /S/ CHRISTIAN M. WEYER
Christian M. Weyer |
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Director |
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August 22, 2002 |
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| /S/ MICHAEL J. NOLAN
Michael J. Nolan |
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Chief Financial Officer (Principal Financial Officer) |
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August 22, 2002 |
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| /S/ JOSEPH B. SHERK
Joseph B. Sherk |
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Vice President, Corporate Controller (Principal Accounting Officer) |
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August 22, 2002 |