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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAINBOW RENTALS, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1512520
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3711 Starr Centre Drive
Canfield, Ohio 44406
(Address of principal executive offices)
RAINBOW RENTALS, INC.
401(k) PROFIT SHARING PLAN
(Full title of the plan)
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Wayland J. Russell, Chairman and Chief Executive Officer
Rainbow Rentals, Inc.
3711 Starr Centre Drive
Canfield, Ohio 44406
(330) 533-5363
(Name, address, and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
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Common Stock, 200,000 (1) $11 5/8 (2) $2,325,000 (2) $613.80 (2)
without par value
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Participation (3) _________ _____________ (4)
Interests
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(1) Maximum number of shares available for purchase under the Plan over next
three years, estimated on prior plan participation.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(4) Pursuant to Rule 457(h)(2), no separate fee is required with respect to the
participation interests.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) Rainbow Rentals, Inc.'s (the "Registrant") Annual Report on Form
10-K for the fiscal year ended December 31, 1999 filed with the Commission
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (b) all reports filed by the Registrant with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end
of the fiscal year covered by the Annual Report on Form 10-K referred to in
Subsection (a) above; and (c) a description of the Registrant's Common Shares
set forth in the Registrant's Registration Statement on Form 8-A filed with the
Commission under the Exchange Act.
All documents subsequently filed by the Registrant and the Rainbow
Rentals, Inc. 401(k) Profit Sharing Plan (the "Plan") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered 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 part hereof of the date of
filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under certain circumstances provided in Article V of the Registrant's
Code of Regulations and subject to Section 1701.13 of the Ohio General
Corporation Law (which sets forth the conditions and limitations governing
indemnification of officers, directors and other persons), the Registrant will
indemnify any director or officer or any former director or officer of the
Registrant against expenses, judgments, fines, losses, or liabilities reasonably
incurred by such director or officer by reason of the fact that he or she is or
was a director or officer in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative. Furthermore, Registrant's Code of Regulations provides for the
advancement of expenses incurred in connection with an action upon receipt of an
appropriate
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undertaking to repay said amount of it is determined that the individual in
question is not entitled to indemnification. The Registrant maintains liability
insurance for all of its directors and officers. This insurance also insures
the Registrant against amounts payable to indemnify directors and officers,
subject to policy limits and retention amounts.
Under the Ohio General Corporation Law, a director's liability to the
Company or its shareholders for damages is limited to only those situations
where it is proved by clear and convincing evidence that the director's action
or failure to act was undertaken with deliberate intent to cause injury to the
Registrant or undertaken with reckless disregard for the best interests of the
Registrant, and those situations involving unlawful loans, asset distributions,
dividend payments or share repurchases. As a result, shareholders may be unable
to recover monetary damages against directors for actions which constitute gross
negligence or which are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equitable relief with respect to such
actions.
Item 7. EXCEPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the Exhibit
Index on page 6 of this Registration Statement.
Item 9. UNDERTAKINGS
(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 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;
(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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the 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 Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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, or otherwise, the
Registrant has been advised that in the opinion of the Securities and 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 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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Canfield, State of Ohio, on the 30th day of June,
2000.
Rainbow Rentals, Inc.
By: /s/ Wayland J. Russell
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Wayland J. Russell, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below on the 30th day of June, 2000 by
the following persons in the capacities indicated:
Name Title Date
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/s/ Wayland J. Russell
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Wayland J. Russell Chairman and Chief Executive Officer June 30, 2000
/s/ Lawrence S. Hendricks
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Lawrence S. Hendricks Chief Operating Officer and Director June 30, 2000
/s/ Michael J. Vivieros
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Michael J. Vivieros President and Director June 30, 2000
/s/ Michael A. Pecchia
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Michael A. Pecchia Chief Financial Officer June 30, 2000
/s/ Brian L. Burton
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Brian L. Burton Director June 30, 2000
/s/ Ivan J. Winfield
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Ivan J. Winfield Director June 30, 2000
The Plan.
Pursuant to the requirements of the Securities Act of 1933, 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 Canfield, State of Ohio,
on the 30th day of June, 2000.
RAINBOW RENTALS, INC.
401(K) PROFIT SHARING PLAN
By: Rainbow Rentals, Inc., Plan Administrator
By: /s/ Wayland J. Russell
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Wayland J. Russell, Chairman and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
5.1 Opinion of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A., as to
the legality of Common Stock being registered
23.1 Consent of Kahn, Kleinman, Yanowitz & Arnson, Co., L.P.A.(included
in Exhibit 5.1)
23.2 Consent of KPMG LLP
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