As filed with the Securities and Exchange Commission on June 28, 2007

No. 333-          

 

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

(Exact name of registrant as specified in its charter)

 

 

 

Delaware                                                           06‑0918165

              (State or other jurisdiction of                                            (I.R.S. Employer

               incorporation or organization)                                          Identification No.)

 

 

               6 Sylvan Way, Parsippany, NJ                                              07054

                     (Address of Principal Executive Offices)                                     (Zip Code)

 

 

 

 

 

 

(Name, address and telephone number, including area code,

of agent for service)

 

 

 

with a copy to:

 

 

 

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share (and attached Preferred Stock Purchase Rights)	8,000,000 shares (1)	$27.55 (2)	$220,400,000 (2)	$6,766.28

 

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(1)   Plus such additional shares of common stock, par value $0.01 per share of Avis Budget Group, Inc. (the “Company”) as may be issuable pursuant to the anti-dilution provisions of the Company’s 2007 Equity and Incentive Plan.

 

(2)   Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low market prices of the Company’s common stock reported on the New York Stock Exchange on June 26, 2007.

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            The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Company’s 2007 Equity and Incentive Plan (the “2007 Plan”) as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).  In accordance with the instructions of Part I of Form S‑8, such documents will not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.  These documents and the documents incorporated by reference into this Registration Statement, taken together, constitute a prospectus meeting the requirements of Section 10(a) of the Securities Act.  Requests for information should be directed to Avis Budget Group, Inc., 6 Sylvan Way, Parsippany, NJ, 07054, Attn:  Jean Sera.

 

 

 

 

 

The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.

 

 

 

 

 

 

 

 

               The following documents, filed by the Company with the SEC, are hereby incorporated by reference: 

 

 

 

 

 

 

 

 

 

               Karen C. Sclafani, Esq. has rendered an opinion on the validity of the securities being registered under the 2007 Plan pursuant to this Registration Statement.  Ms. Sclafani is Executive Vice President and General Counsel of the Company.  A copy of this opinion is attached as Exhibit 5.1 to this Registration Statement.  Ms. Sclafani holds shares of common stock of the Company, restricted stock units and options to acquire shares of common stock of the Company.

 

 

 

Item 6.  Indemnification of Directors and Officers.

 

 

 

Section 102 of the Delaware General Corporation Law (the “DGCL”) allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

 

Section 145 of the DGCL grants the Company the power to indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided, however, no indemnification shall be made in connection with any proceeding brought by or in the right of the Company.  Where a present or former director or officer of the Company is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the Company must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

 

Under Section 145 of the DGCL, advances for expenses may be made by agreement if the director or officer affirms in writing that he believes he has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards. Under the Company’s certificate of incorporation, the Company will not indemnify any person who seeks indemnification in connection with a proceeding initiated by such officer or director unless the initiation was approved by the board of directors.

 

The Company’s By-Laws contain provisions that provide for indemnification of officers and directors to the full extent permitted by, and in the manner permissible under, the DGCL.

 

As permitted by Section 102(b)(7) of the DGCL, the Company’s Amended and Restated Certificate of Incorporation contains a provision eliminating the personal liability of a director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.

 

 

The Company also maintains, at its expense, policies of insurance which insure its directors and officers, subject to exclusions and deductions as are usual in these kinds of insurance policies, against specified liabilities which may be incurred in those capacities.

 

 

 

 

 

 

               Not Applicable.

 

 

 

Item 8.  Exhibits.

 

4.1    Amended and Restated Certificate of Incorporation of Avis Budget Group, Inc. (formerly known as “Cendant Corporation”) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 5, 2006).

 

4.2    Amended and Restated By-Laws of Avis Budget Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 30, 2006).

5.1    Opinion of Karen Sclafani, Esq.

 

23.1  Consent of Deloitte & Touche, LLP

 

23.2  Consent of Karen Sclafani, Esq. (included in Exhibit 5.1 to this Registration Statement).

 

 

 

 

(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 the Registration Statement.

 

(i)         to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)        to reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

 

(iii)       to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by these subparagraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in this Registration Statement; and

 

 

(2)         That, for the purpose of determining any liability under the Securities Act of 1933, 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 that termination of the offering.

 

(b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 foregoing provisions of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities & Exchange 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 the 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.

 

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, the Company 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 Township of Parsippany, State of New Jersey on the 28^th day of June, 2007.

 

 

	By:	AVIS BUDGET GROUP, INC.       /s/ Brett D. Weinblatt
		Name:  Brett D. Weinblatt Title:   Senior Vice President and Chief Accounting Officer

 

 

Each person whose signature appears below hereby constitutes and appoints David B. Wyshner, Brett D. Weinblatt, Karen C. Sclafani and Jean M. Sera, 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) and additions to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes 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 below by the following persons in the capacities and on the dates indicated.

 

 

Signatures	Title	Date
/s/ Ronald L. Nelson	Chairman of the Board, Chief Executive Officer and Director	June 28, 2007
Ronald L. Nelson
	President and Chief Operating Officer and Director
F. Robert Salerno
/s/ David B. Wyshner	Executive Vice President, Chief Financial Officer and Treasurer	June 28, 2007
David B. Wyshner
/s/ Mary C. Choksi	Director	June 28, 2007
Mary C. Choksi
/s/ Leonard S. Coleman	Director	June 28, 2007
Leonard S. Coleman

 

 

 

/s/ Martin L. Edelman	Director	June 28, 2007
Martin L. Edelman
/s/ Lynn Krominga	Director	June 28, 2007
Lynn Krominga
/s/ Sheli Z. Rosenberg	Director	June 28, 2007
Sheli Z. Rosenberg
/s/ Stender E. Sweeney	Director	June 28, 2007
Stender E. Sweeney

 

 

 

 

 

 

 

 

 

 

June 28, 2007

 

Avis Budget Group, Inc.

6 Sylvan Way

Parsippany, NJ 07054

 

 

 

Ladies and Gentlemen:

 

 

 

You have requested my opinion in connection with the registration with the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”) of 8,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Avis Budget Group, Inc. (the “Company”) on a registration statement on Form S-8 (the “Registration Statement”).  The shares of Common Stock to which the Registration Statement relates are issuable pursuant to the Company’s 2007 Equity and Incentive Plan (the “2007 Plan”).

 

 

 

In connection with rendering this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the following documents:  (i) the 2007 Plan; (ii) the Amended and Restated Certificate of Incorporation of the Company; (iii) the Amended and Restated By-Laws of the Company, as amended to the date hereof and (iv) such other certificates, instruments and documents as I considered necessary or appropriate for the purposes of this opinion.

 

 

 

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies, communications or certifications of public officials, and such other documents as I have deemed relevant and necessary as the basis of the opinions expressed herein.  In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.  As to any facts material to the opinion expressed herein which we have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

 

 

 

I am admitted to the Bar of the State of New York, and I do not express any opinion as to the law of any jurisdiction except for the General Corporation Law of the State of Delaware.

 

 

 

Based upon the foregoing and relying upon statements of fact contained in the documents which I have examined, I am of the opinion that the shares of Common Stock covered by the Registration Statement, when issued in accordance with the terms of the 2007 Plan, will be, when issued, legally issued, fully paid and non-assessable.

 

 

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto.

 

 

 

Very truly yours,

 

 

 

 

Karen C. Sclafani, Esq.

 

 

 

 

 

 

 

 

 

 

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Avis Budget Group, Inc. of our reports dated March 1, 2007, relating to the financial statements of Avis Budget Group, Inc. (formerly Cendant Corporation) (the “Company”) (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s classification of certain subsidiaries as discontinued operations and the adoption of the Company’s new segment reporting structure) and management’s report on the effectiveness of internal control over financial reporting included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on March 1, 2007.

 

 

 

New York, New York

 

June 27, 2007