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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)
         
Delaware
Delaware
(State or Other Jurisdiction of
Incorporation) 		  001-14387
001-13663
(Commission
File Number) 		  06-1522496
06-1493538
(IRS Employer
Identification No.)
     
Five Greenwich Office Park
Greenwich, CT
(Address of Principal Executive Offices) 		  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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-3.1: RESTATED CERTIFICATE OF INCORPORATION OF UNITED RENTALS, INC.
EX-10.1: THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH MICHAEL J. KNEELAND

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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

 

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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.
     
3.1
  Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009
 
   
10.1
  Third Amendment, dated March 13, 2009, to the Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 17, 2009
             
    UNITED RENTALS, INC.    
 
           
 
  By:
Name: 		  /s/ Jonathan M. Gottsegen
 
Jonathan M. Gottsegen 		   
 
  Title:   Senior Vice President, General    
 
      Counsel and Corporate Secretary    
 
           
    UNITED RENTALS (NORTH AMERICA), INC.    
 
           
 
  By:
Name: 		  /s/ Jonathan M. Gottsegen
 
Jonathan M. Gottsegen 		   
 
  Title:   Senior Vice President, General    
 
      Counsel and Corporate Secretary    

 

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EXHIBIT INDEX
     
Exhibit No.   Description
 
3.1
  Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009
 
   
10.1
  Third Amendment, dated March 13, 2009, to the Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland

 

Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF UNITED RENTALS, INC.
     United Rentals, Inc., a Delaware corporation (the “ Corporation ”), does hereby certify as follows:
     1. The name of the Corporation is United Rentals, Inc. The Corporation was incorporated under the name “United Rentals Holdings, Inc.” The original Certificate of Incorporation (the “ Original Certificate ”) of the Corporation was filed with the Secretary of State of the State of Delaware on July 20, 1998. The Original Certificate was amended and restated by an Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on August 5, 1998.  That Amended and Restated Certificate of Incorporation was amended by a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 29, 1998 and a Certificate of Amendment of the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 7, 2007 (as amended, the “ Amended and Restated Certificate of Incorporation ”).
     2. Pursuant to Section 245(a) of the Delaware General Corporate Law, this Restated Certificate of Incorporation integrates into a single instrument all of the provisions of the Amended and Restated Certificate of Incorporation which are in effect and operative as a result of having theretofore been filed with the Secretary of State of the State of Delaware as certificates of amendment to the Amended and Restated Certificate of Incorporation.
     3. Pursuant to Section 245(c) of the Delaware General Corporation Law, this 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, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
     4. The terms and provisions of this Restated Certificate of Incorporation have been duly adopted pursuant to the provisions of Section 245 of the Delaware General Corporation Law.
     5. The text of the Amended and Restated Certificate of Incorporation is hereby restated to read in its entirety as follows:
ARTICLE I.
     The name of the Corporation is United Rentals, Inc.
ARTICLE II.
     The address of the Corporation’s registered office in the State of Delaware is United Corporate Services, Inc., 15 East North Street, Dover, Delaware 19901, County of Kent. The name of its registered agent at such address is United Corporate Services, Inc.

 

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ARTICLE III.
A.   The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The amount of the total authorized capital stock of the Corporation is 505,000,000 shares, divided into (a) 500,000,000 shares of Common Stock having a par value of $0.01 per share, and (b) 5,000,000 shares of Preferred Stock having a par value of $0.01 per share.
 
B.   The Preferred Stock may be issued from time to time in one or more series. Subject to the restrictions prescribed by law, the Board of Directors is authorized to fix by resolution or resolutions the number of shares of any series of Preferred Stock and to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.
     The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (a) the number of shares constituting that series and the distinctive designation of that series; (b) the dividend rate on the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series; (c) whether that series shall have voting rights in addition to the voting rights provided by law, and if so, the terms of such voting rights; (d) whether that series shall have conversion privileges, and if so, the terms and conditions of such privileges, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (f) whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and the amount of such sinking funds; (g) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) any other relative rights, preferences and limitations of that series.
ARTICLE IV.
     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Delaware General Corporation Law.
ARTICLE V.
A.   By-Laws . In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, adopt, alter, amend or repeal the By-

 

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    Laws of the Corporation. Any By-Laws made by the directors under the powers conferred hereby may be amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing and anything contained in this Restated Certificate of Incorporation to the contrary, the By-Laws shall not be amended or repealed by the stockholders, and no provision inconsistent therewith shall be adopted by the stockholders, without the affirmative vote of the holders of at least 66-2/3% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
 
B.   Amendment of Certificate of Incorporation . Notwithstanding any other provision contained in this Restated Certificate of Incorporation and notwithstanding that a lesser percentage may be specified by law, the By-Laws or otherwise, this Article V and Articles VI, VII, VIII and IX of this Restated Certificate of Incorporation shall not be amended or repealed, and no provision inconsistent therewith or providing for cumulative voting in the election of directors shall be adopted, unless such adoption, amendment or repeal is approved by the affirmative vote of holders of at least 66-2/3% of the voting power of all shares of capital stock of the Corporation entitled to vote generally for the election of directors.
ARTICLE VI.
     The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors (the “ Board ”). The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or this Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.
A.   Number of Directors . The number of directors comprising the entire Board shall, subject to the right, if any, of holders of Preferred Stock to elect directors under specified circumstances, be such number as may be fixed from time to time exclusively by the Board by action of a majority of the directors then in office. If the number of directors at any time is fixed at three or greater, then thereafter in no event shall such number be fewer than three or greater than nine, unless approved by action of not less than two-thirds of the directors then in office. No director need be a stockholder.
 
B.   Terms of Directors . At each annual meeting of stockholders beginning with the 2008 annual meeting of stockholders, the directors shall be elected for a term of office to expire at the next annual meeting of stockholders, subject to the election and qualification of their successors or the earlier of their death, resignation or removal; provided, however, that any director who prior to the annual meeting of stockholders in 2008 was elected to a term that continues beyond the date of the annual meeting of stockholders in 2008, shall continue in office for the remainder of his or her elected term or until his or her earlier death, resignation or removal.
 
C.   Newly-Created Directorships and Vacancies . Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or any other cause

 

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    may be filled by the Board (and not by the stockholders unless there are no directors then in office), provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. A director elected to fill a newly created directorship or other vacancy shall hold office until the next annual meeting of stockholders, subject to the election and qualification of their successors or the earlier of their death, resignation or removal.
 
D.   Removal of Directors . Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, the directors or any director may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all shares of the Corporation entitled to vote thereon, voting together as a single class; provided, however, that any director who prior to the annual meeting of stockholders in 2008 was elected to a term that continues beyond the date of the annual meeting of stockholders in 2008, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66-2/3% of the voting power of all shares of the Corporation entitled to vote at an election of directors, voting together as a single class.
 
E.   Rights of Holders of Preferred Stock . Notwithstanding the foregoing provisions of this Article VI, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the rights and preferences of such Preferred Stock.
 
F.   Written Ballot Not Required . The election of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.
ARTICLE VII.
     The By-Laws of the Corporation may provide, without limitation, requirements relating to the notice and conduct of annual meetings, special meetings, and the nomination and election of directors of the Corporation.
ARTICLE VIII.
     In furtherance and not in limitation of the powers conferred by law or in this Restated Certificate of Incorporation, the Board (and any committee of the Board) is expressly authorized, to the extent permitted by law, to take such action or actions as the Board or such committee may determine to be reasonably necessary or desirable to (a) encourage any person to enter into negotiations with the Board and management of the Corporation with respect to any transaction which may result in a change in control of the Corporation which is proposed or initiated by such person or (b) contest or oppose any such transaction which the Board or such committee determines to be unfair, abusive or otherwise undesirable with respect to the Corporation and its business, assets or properties or the stockholders of the Corporation, including, without limitation, the adoption of plans or the issuance of rights, options, capital stock, notes, debentures or other evidences of indebtedness or other securities of the Corporation, which

 

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rights, options, capital stock, notes, evidences of indebtedness and other securities (i) may be exchangeable for or convertible into cash or other securities on such terms and conditions as may be determined by the Board or such committee and (ii) may provide that any holder or class of holders thereof designated by the Board or any such committee will be treated differently than all other holders in respect of the terms, conditions, provisions and rights of such securities.
ARTICLE IX.
     Subject to the rights, if any, of holders of any class or series of Preferred Stock then outstanding, (i) stockholders are not permitted to call a special meeting of stockholders or to require the Board or officers of the Corporation to call such a special meeting, (ii) a special meeting of stockholders may only be called by a majority of the Board or by the chief executive officer, (iii) the business permitted to be conducted at a special meeting of stockholders shall be limited to matters properly brought before the meeting by or at the direction of the Board, and (iv) any action required or permitted to be taken by the stockholders must be taken at a duly called and convened annual meeting or special meeting of stockholders and cannot be taken by consent in writing.
     Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statute) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the By-Laws of the Corporation.
ARTICLE X.
     A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be duly executed this 16th day of March, 2009.
         
  United Rentals, Inc.
  		 
  By:   /s/ Jonathan M. Gottsegen    
    Name:   Jonathan M. Gottsegen   
    Title:   Senior Vice President, General Counsel
And Corporate Secretary  		 
 

 

Exhibit 10.1
THIRD AMENDMENT TO THE
EMPLOYMENT AGREEMENT
      THIS THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Third Amendment”), between United Rentals, Inc. (the “Company”) and Michael J. Kneeland (the “Executive”), is entered into on this 13th day of March, 2009.
RECITALS:
      WHEREAS, the parties entered into an Employment Agreement on August 22, 2008, which was subsequently amended on December 30, 2008 and January 15, 2009 (collectively the “Employment Agreement”);
      WHEREAS, the Employment Agreement provides for a certain Restricted Stock Unit Grant as described within Section 3(c) of the Employment Agreement;
      WHEREAS, the Company and Executive desire to replace the Restricted Stock Unit Grant 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;
      NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Company and Executive agree as follows:
  1.   Section  3(c) is deleted from the Employment Agreement and replaced in its entirety as follows:
 
      3(c) Stock Option Grant. Effective on the date of this Third Amendment, the Company shall award to Executive a grant of 160,000 Stock Options in accordance with and subject to the provisions of the United Rentals, Inc. 2001 Comprehensive Stock Plan, as it may be amended from time to time, and subject to the terms and conditions of the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”).
 
  2.   All references to “RSU Agreement” in Section 7(r) of the Employment Agreement shall be deleted and replaced with the term “Stock Option Agreement.”
 
  3.   This Amendment is entirely consensual and is being entered into by both parties only after review and agreement by their respective counsel. For avoidance of doubt, the replacement of the Restricted Stock Unit Grant with the grant of Stock Options pursuant to this Third Amendment shall not constitute Good Reason under Section  4(f)(ii) of the Employment Agreement.
     The terms and conditions of all other sections of the Employment Agreement shall remain unchanged and in full force and effect.
      IN WITNESS WHEREOF, the Company has caused this Third Amendment to be duly executed on its behalf by an officer thereunto duly authorized and Executive has duly executed this Third Amendment, all as of the date and year first written above.
                 
 
  UNITED RENTALS, INC.       EXECUTIVE:    
 
               
By:
  /s/ Jonathan Gottsegen       /s/ Michael J. Kneeland    
Name:
 
 
Jonathan Gottsegen 		     
 
MICHAEL J. KNEELAND 		   
Title:
  Senior Vice President, General Counsel and
Corporate Secretary