UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 13, 2009
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
Delaware
(State or Other Jurisdiction of
Incorporation)
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001-14387
001-13663
(Commission
File Number)
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06-1522496
06-1493538
(IRS Employer
Identification No.) |
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Five Greenwich Office Park
Greenwich, CT
(Address of Principal Executive Offices)
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06831
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (203) 622-3131
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions ( see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On March 13, 2009, the Company, with the approval of the Compensation Committee of its Board of
Directors, entered into an amendment to Michael J. Kneeland’s employment agreement as the Company’s
President and Chief Executive Officer, replacing the Restricted Stock Unit grant in Section
3.2(c) thereof with an estimated equivalent-value grant of stock options so as to align the form of
grant with the form of long-term incentive awards being given in 2009 to the Company’s other
officers and employees. The amendment provides for an award
to Mr. Kneeland, effective March 13, 2009, of 160,000 stock options in accordance with and subject to the United
Rentals, Inc. 2001 Comprehensive Stock Plan, as it may be amended from time to time.
The foregoing description of the amendment is qualified in its entirety by reference to the full
text thereof, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendments to Articles of Incorporation.
Certificate of Elimination
On March 16, 2009, the Company filed a Certificate of Elimination with the Secretary of State of
the State of Delaware to eliminate from the Company’s Amended
and Restated Certificate of Incorporation all matters set forth in
the Certificates of Designations with respect to its Perpetual Convertible Preferred Stock, Series A, par value
$.01 per share (the “Series A Preferred Stock”), Perpetual Convertible Preferred Stock, Series B,
par value $.01 per share (the “Series B Preferred Stock”), Perpetual Convertible Preferred Stock,
Series C, par value $.01 per share (the “Series C Preferred Stock”) and Perpetual Convertible
Preferred Stock, Series D, par value $.01 per share (the “Series D Preferred Stock”). The
Certificate of Elimination eliminated the previous designation of 300,000 shares of Series A
Preferred Stock, none of which were outstanding at the time of filing, the previous designation of
500,000 shares of Series B Preferred Stock, none of which were outstanding at the time of filing,
the previous designation of 300,000 shares of Series C Preferred Stock, none of which were
outstanding at the time of filing, and the previous designation of 500,000 shares of Series D
Preferred Stock, none of which were outstanding at the time of
filing. Upon their retirement, pursuant to Delaware law, such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock resumed their status as
authorized and unissued shares of undesignated preferred stock of
the Company. The filing of the Certificate of Elimination had the
effect of amending the Company’s Amended and Restated
Certificate of Incorporation.
Restated Certificate of Incorporation
On March 16, 2009, the Company filed a Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware, integrating into a single instrument all of the provisions of the
Amended and Restated Certificate of Incorporation which were then in effect, including those that were operative as a
result of having previously been filed with the Secretary of State of the State of Delaware as
Certificates of Amendment to the Amended and Restated Certificate of Incorporation. The Restated
Certificate of Incorporation only restates and integrates and does not further amend the provisions
of the Amended and Restated Certificate of Incorporation as theretofore amended.
A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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3.1
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Restated Certificate of
Incorporation of United Rentals, Inc., dated March 16, 2009 |
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10.1
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Third Amendment, dated March 13, 2009, to the Employment Agreement, dated as of
August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland |