eh1200609_s8pos.htm
As filed with the Securities and Exchange Commission on April 30, 2012
Registration No. 333-143175
Registration No. 333-151516
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-143175
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-151516
(Exact name of registrant as specified in its charter)
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Delaware
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22-1669012
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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6929 E. Greenway
Scottsdale, Arizona 85254
(Address of principal executive offices and zip code)
RSC Holdings Inc.
Amended and Restated Stock Incentive Plan
(Full title of the plan)
Senior Vice President, General Counsel and Corporate Secretary
RSC Holdings Inc.
6929 E. Greenway
Scottsdale, AZ 85254
(480) 905-3300
(Name, address and telephone number, including area code, of agent for service)
With copies to:
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Andrew D. Soussloff, Esq.
Francis J. Aquila, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Phone: (212) 558-4000
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Jonathan M. Gottsegen, Esq.
Senior Vice President,
General Counsel and
Corporate Secretary
Five Greenwich Office Park
Greenwich, Connecticut 06831
(203) 622-3131
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Robert B. Schumer, Esq.
Ariel J. Deckelbaum, Esq.
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
Phone: (212) 373-3000
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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. (Check one):
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Large accelerated filer ý
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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
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DEREGISTRATION OF SECURITIES; EXPLANATORY NOTE
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements of RSC Holdings Inc. (the “Company” or “RSC”) on Form S-8 (collectively, the “Registration Statements”):
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Registration Statement No. 333-143175, registering 7,382,943 shares of the Company’s common stock, no par value (“RSC Common Stock”), under the RSC Holdings Inc. Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”); and
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Registration Statement No. 333-151516, registering 3,600,000 shares of Company common stock under the Stock Incentive Plan.
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Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2011 (the “Merger Agreement”), by and between United Rentals, Inc. (“United Rentals”) and the Company, the Company will merge with and into United Rentals on April 30, 2012 (the “Effective Time”). In accordance with the Merger Agreement, at the Effective Time, United Rentals will assume each outstanding option to purchase shares of RSC Common Stock granted under the Stock Incentive Plan (the “Options”) and each outstanding restricted stock unit award covering RSC Common Stock granted under the Stock Incentive Plan (other than restricted stock unit awards held by non-employee directors) (the “Restricted Stock Unit Awards”). As a result of this assumption, at the Effective Time, the Options will be converted to options to purchase shares of United Rentals common stock, and the Restricted Stock Unit Awards will be converted to awards of restricted stock units to be settled in shares of United Rentals common stock.
As a result of the Merger, the Company has terminated any and all offerings of securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.
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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on this 30th day of April, 2012.
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RSC HOLDINGS INC.
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By:
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/s/ Kevin J. Groman
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Kevin J. Groman
Senior Vice President, General Counsel
and Corporate Secretary
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statements has been signed as of this 30th day of April, 2012 by the following persons in the capacities indicated.
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Signature
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Title
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/s/ Erik Olsson
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President and Chief Executive Officer,
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Erik Olsson
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and Director
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(Principal Executive Officer)
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/s/ Patricia Chiodo
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Senior Vice President and Chief Financial Officer
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Patricia Chiodo
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(Principal Financial and
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Principal Accounting Officer)
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/s/ Denis J. Nayden
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Chairman of the Board, Director
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Denis J. Nayden
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/s/ David T. Brown
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Director
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David T. Brown
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/s/ J. Taylor Crandall
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Director
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J. Taylor Crandall
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/s/ Edward Dardani
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Director
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Edward Dardani
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/s/ Pierre E. Leroy
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Director
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Pierre E. Leroy
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/s/ James H. Ozanne
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Director
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James H. Ozanne
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/s/ Donald C. Roof
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Director
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Donald C. Roof
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