Securities Registration: Employee Benefit Plan (s-8)
November 15 2017 - 3:37PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 15, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
65-0716904
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
18500 North Allied Way
Phoenix, Arizona
|
|
85054
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Republic Services, Inc. Deferred Compensation Plan
(as amended and restated effective January 1, 2010)
(Full title of the plan)
Catharine D. Ellingsen, Esq.
Executive Vice President, Chief Legal Officer,
Chief Ethics and Compliance
Officer and Corporate Secretary
18500 North Allied Way
Phoenix, Arizona 85054
(480)
627-2700
(Name and address of agent for service)
Copy to:
Kerry S. Burke
Keir D. Gumbs
Covington & Burling LLP
One CityCenter, 850 Tenth Street, NW
Washington, DC 20001-4956
(202)
662-6000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered (1)
|
|
Proposed
Maximum
Offering Price
Per Share (2)
|
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
|
Amount of
Registration Fee
|
Deferred Compensation Obligations
|
|
$125,000,000
|
|
100%
|
|
$125,000,000
|
|
$15,563
|
|
|
(1)
|
The Deferred Compensation Obligations are general unsecured obligations of Republic Services, Inc. to pay deferred compensation in the future in accordance with the terms of the Republic Services, Inc. Deferred
Compensation Plan (the
Plan
).
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended (the
Securities Act
).
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form
S-8
to be contained in the Section 10(a) prospectus is omitted from
this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
|
Incorporation of Documents by Reference.
|
The following documents filed by Republic Services, Inc.
(
Republic
or the
Registrant
), with the Securities and Exchange Commission (the
Commission
) pursuant to the Securities Exchange Act of 1934, as amended (the
Exchange Act
),
are incorporated by reference in this Registration Statement:
(a) The Registrants Annual Report on Form
10-K
for the fiscal year ended December 31, 2016, filed with the Commission on February 17, 2017;
(b) The Registrants Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2017,
June 30, 2017 and September 30, 2017, filed with the Commission on April 28, 2017, July 28, 2017 and November 3, 2017, respectively; and
(c) The Registrants Current Reports on Form
8-K
or Form
8-K/A
(other than portions thereof furnished pursuant to Item 2.02 or Item 7.01 of Form
8-K)
filed with the Commission on February 17, 2017, May 15, 2017,
July 27, 2017, July 28, 2017, July 31, 2017, November 2, 2017, November 13, 2017 and November 15, 2017.
In addition, all
documents subsequently filed with the Commission by the Registrant or the Plan 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 herein
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such document.
Item 4.
|
Description of Securities.
|
The Plan provides a select group of management or highly compensated
employees and
non-employee
directors of Republic and certain of its affiliates with an opportunity to defer a portion of their compensation (including base salary, bonus, commissions, director fees, amounts
earned under long-term and synergy incentive plans and restricted stock units) on a
pre-tax
basis. The Plan also provides for Republic to make special employer contributions to the Plan on behalf of
participants, certain
of which contributions are to be made in accordance with a formula set forth in the Plan. Republic may also credit discretionary contributions to some or all of the Plan participants. Amounts
deferred under the Plan are credited with investment returns based on measurement funds selected by the Plan participants from among funds selected by the committee that administers the Plan. Any deferrals of restricted stock units or stock-settled
performance shares are required to be invested in stock units which correspond to Republic common stock. The amount of the Companys obligations under the Plan (the
Deferred Compensation Obligations
), and the amount of the
Deferred Compensation Obligations payable to any Plan participant under the Plan, will reflect the returns of the applicable measurement fund.
The amount
of compensation deferred under the Plan is based on elections by the Plan participants, employer contributions and the earnings and losses on the foregoing amounts. The Deferred Compensation Obligations payable by Republic under the Plan will become
due in accordance with payment elections made by Plan participants in accordance with the terms of the Plan. The Deferred Compensation Obligations represent the contractual obligations of Republic to pay or distribute when due to participants in the
Plan cash with respect to amounts deferred in accordance with the terms of the Plan and shares with respect to deferred restricted stock units and stock-settled performance shares (which shares have been registered separately) with respect to the
amended and restated Republic 2007 Stock Incentive Plan (or a predecessor plan) (the
Stock Incentive Plan
).
Plan participants will not
have any ownership interest in any of the amounts deferred or the measurement funds under the Plan. The right of each participant in the Plan is solely that of a general, unsecured creditor of Republic with respect to his or her own interest under
the Plan. The Plan is unfunded and Republic is not required to set aside assets to be used for payment of the Deferred Compensation Obligations under the Plan. Payments under the Plan shall be payable solely from the general assets of Republic
(subject to settlement of deferred restricted stock units and stock-settled performance shares with shares of Republic common stock from the Stock Incentive Plan). Neither a participant in the Plan nor any other person will have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable under the Plan or any part thereof. No part of the amounts
payable will, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a participant in the Plan or any other person, be transferable by
operation of law in the event of a participants or any other persons bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.
Any participating employer, including Republic, may amend or modify the Plan in whole or in part with respect to that employer, provided that no such
amendment or modification will be effective to decrease the value of a Participants account balance in existence at the time the amendment or modification is made. Each participating employer, including Republic, reserves the right to
terminate the Plan with respect to that employer and in the event an employer terminates the Plan comparable measurement funds must remain in effect for its Participants following such termination. Republic may adopt amendments to the Plan to
preserve the intended tax treatment of the Plan benefits and to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
Code
). Republic may also terminate and liquidate the Plan to
the extent permitted by Code Section 409A.
Item 5.
|
Interest of Named Experts and Counsel.
|
Not applicable.
Item 6.
|
Indemnification of Directors and Officers.
|
The following summary is qualified in its entirety by
reference to the complete text of the statutes referred to below and to Republics Amended and Restated Certificate of Incorporation, as amended (the
Certificate
), and Amended and Restated Bylaws.
The Certificate provides that Republic shall indemnify, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (the
DGCL
), each person who is involved in any litigation or other proceeding because such person is or was a Republic director or officer or was serving at Republics request as a director, officer, employee or agent of another
enterprise, against all expense (including attorneys fees), loss or liability reasonably incurred or suffered in connection therewith. The Certificate provides that a person entitled to indemnification under the Certificate shall be paid
expenses incurred in defending any proceeding in advance of its final disposition upon Republics receipt of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such
director or officer is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director or officer of a
corporation against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or
was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if
he had no reason to believe his conduct
was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), however, indemnification may be made only for expenses, actually and reasonably incurred by any
director or officer in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit was brought shall determine that the
defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of
the DGCL, the Certificate eliminates the liability of a director to Republic or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liabilities arising (a) from any breach of the directors duty of
loyalty to Republic or its stockholders, (b) from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) from any transaction from
which the director derived an improper personal benefit.
Republic may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of Republic or another corporation, partnership, joint venture, trust or other enterprise. Under an insurance policy maintained by Republic, the directors and officers of Republic are insured, within the limits
and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been such directors or officers.
Item 7.
|
Exemption from Registration Claimed.
|
Not applicable.
A list of exhibits included as part of this Registration Statement is set forth in the
Exhibit Index which is incorporated herein by reference.
(a) The undersigned Registrant hereby undertakes:
(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; and
(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 (1)(i) and
(1)(ii) above do not apply if the Registration Statement is on Form
S-8
and the information required to be included in a post-effective amendment by those paragraphs is contained in 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.
(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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act,
each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(a) 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 provisions of the Registrants articles of incorporation,
by-laws
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Republic Services, Inc. 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 Phoenix, State of Arizona on
November 15, 2017.
|
|
|
|
|
REPUBLIC SERVICES, INC.
|
|
|
By:
|
|
/s/ Catharine D. Ellingsen
|
|
|
Catharine D. Ellingsen
Executive Vice
President and Chief Legal Officer
|
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Donald W. Slager,
Charles F. Serianni and Cathaine D. Ellingsen and each of them, his or her true and lawful
attorneys-in-fact
and agents, 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 and all amendments (including post-effective amendments) to this Form
S-8
registration statement,
and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange 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 and necessary to be done in and about
the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming that said
attorneys-in-fact
and agents,
and each of them, or the substitute or substitutes of any of them, 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 November 15, 2017.
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
/s/ Donald W. Slager
Donald W. Slager
|
|
|
|
President, Chief Executive Officer
and Director
(Principal
Executive Officer)
|
|
|
|
|
|
/s/ Charles F. Serianni
Charles F. Serianni
|
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Brian A. Goebel
Brian A. Goebel
|
|
|
|
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
/s/ Manuel Kadre
Manuel Kadre
|
|
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
/s/ Tomago Collins
Tomago Collins
|
|
|
|
Director
|
|
|
|
/s/ William J. Flynn
William J. Flynn
|
|
|
|
Director
|
|
|
|
/s/ Thomas W. Handley
Thomas W. Handley
|
|
|
|
Director
|
|
|
|
/s/ Jennifer M. Kirk
Jennifer M. Kirk
|
|
|
|
Director
|
|
|
|
/s/ Michael Larson
Michael Larson
|
|
|
|
Director
|
|
|
|
/s/ Kim S. Pegula
Kim S. Pegula
|
|
|
|
Director
|
|
|
|
/s/ Ramon A. Rodriguez
Ramon A. Rodriguez
|
|
|
|
Director
|
|
|
|
/s/ John M. Trani
John M. Trani
|
|
|
|
Director
|
|
|
|
/s/ Sandra M. Volpe
Sandra M. Volpe
|
|
|
|
Director
|
The Plan.
Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on November 15, 2017.
|
|
|
|
|
REPUBLIC SERVICES, INC. DEFERRED COMPENSATION PLAN
|
|
|
By:
|
|
Republic Services, Inc. Employee Benefits Committee, Plan Administrator
|
|
|
By:
|
|
/s/ Jon Black
|
|
|
Name:
|
|
Jon Black
|
|
|
Title:
|
|
Chairperson
|
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
4.1*
|
|
Amended and Restated Certificate of Incorporation of Republic Services, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants 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 Republic Services, Inc. (incorporated by reference to
Exhibit 4.2 to the Registrants 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 Republic Services, Inc. (incorporated by reference to Exhibit 3.3 to Republics Current Report
on
Form 8-K filed
on May 9, 2016).
|
|
|
4.4*
|
|
Republic Services, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 4.4 to Republics Form
S-8,
Registration
No. 333-170174,
filed with the Commission on October 27, 2010)
|
|
|
5.1
|
|
Opinion of Catharine D. Ellingsen, Executive Vice President and Chief Legal Officer, as to the legality of the Deferred Compensation Obligations being registered.
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
23.2
|
|
Consent of Catharine D. Ellingsen, Executive Vice President and Chief Legal Officer (contained in Exhibit 5.1).
|
|
|
24.1
|
|
Powers of Attorney (included on signature page to Registration Statement).
|
Republic Services (NYSE:RSG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Republic Services (NYSE:RSG)
Historical Stock Chart
From Sep 2023 to Sep 2024