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
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 2, 2009 (June 2, 2009)
Republic Services, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
| 1-14267 | 65-0716904 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 18500 North Allied Way | ||
| Phoenix, Arizona | 85054 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (480) 627-2700
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
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:
| 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)) |
ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS.
On June 2, 2009, Republic Services, Inc. (the “Company” or “Republic”) sent a notice to its
directors and executive officers informing them of a proposed blackout period (the “Blackout
Period”) regarding the Republic Services 401(k) Plan (the
“Republic Plan”), and a prohibition on
engaging in any non-exempt transactions in equity securities of the Company during the Blackout
Period (the “Notice”).
The Blackout Period was required in order to effect a merger of the Republic Plan into the Allied
Waste Industries, Inc. 401(k) Plan (the “Allied Plan”) through a direct transfer of all assets
under the Republic Plan to the Allied Plan, resulting in changing the record-keeper of the Republic
Plan, the trustee of the Republic Plan and the investment options available in both the Republic Plan
and Allied Plan.
The Blackout Period for the Republic Plan is expected to begin at 3:00 p.m. Eastern time on June
26, 2009 and end on July 10, 2009. A notice of the Blackout Period
was sent to participants and
beneficiaries under the Republic Plan on May 26, 2009.
During the Blackout Period, participants in the Republic Plan will be temporarily unable to access
their account information, direct or diversify investments in their individual accounts (including
their investments in Republic’s common stock), obtain a loan or obtain a distribution.
The Notice was provided to the Company’s directors and executive officers pursuant to the
requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference herein.
A participant in the Republic Plan, a security holder or other interested person may obtain,
without charge, information regarding the Blackout Period, including the actual ending date of the
Blackout Period. Information may be obtained before, during and for at least two years after the
Blackout Period by contacting Michael Rissman, acting General Counsel, at the following: Republic
Services, Inc., 18500 North Allied Way, Phoenix, Arizona 85054, (480) 627-2700.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | Description | |
99.1
|
Notice of Blackout Period provided to Republic Services, Inc. directors and executive officers |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date:
June 2, 2009
| REPUBLIC SERVICES, INC. | ||||
| By: | /s/ Tod C. Holmes | |||
| Tod C. Holmes Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
||||
| By: | /s/ Charles F. Serianni | |||
| Charles F. Serianni Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
||||
Exhibit 99.1
SARBANES-OXLEY ACT OF 2002
REQUIRED NOTICE OF REPUBLIC SERVICES
EQUITY SECURITIES TRADING RESTRICTION
REQUIRED NOTICE OF REPUBLIC SERVICES
EQUITY SECURITIES TRADING RESTRICTION
June 2, 2009
As you are aware, the Republic Services 401(k) Plan (the “Republic Plan”) will be merged into the
Allied Waste Industries, Inc. 401(k) Plan (the “Allied Plan”) through a direct transfer of all
assets under the Republic Plan to the Allied Plan, resulting in changing the record-keeper of the
Republic Plan, the trustee of the Republic Plan and investment options available in both the
Republic Plan and Allied Plan.
Due to the merger of the Republic Plan into the Allied Plan, participants in the Republic Plan will
be temporarily unable to access their account information, direct or diversify investments in their
individual accounts (including their investments in Republic Services common stock), obtain a loan,
or obtain a distribution. This period, during which participants under the Republic Plan will be
unable to exercise these rights otherwise available under the Republic Plan, is called a “blackout
period.”
The blackout period for the Republic Plan is expected to begin at 3:00 p.m. Eastern time on June
26, 2009 and end July 10, 2009.
During this period, you can determine whether the blackout period has started or ended by
contacting Republic Services Retirement Service Center at 1-800-881-1751 Monday through Friday from
9 a.m. to 9 p.m., Eastern time (excluding holidays). The Republic Services Retirement Service
Center is located at P.O. Box 452, Little Falls, NJ 07424.
Regardless of whether you are a participant in either the Republic Plan or the Allied Plan, if you
are a Section 16 Insider (director or executive officer), YOU WILL BE PROHIBITED FROM PURCHASING,
SELLING OR OTHERWISE ACQUIRING OR TRANSFERRING ANY REPUBLIC SERVICES EQUITY SECURITIES (other than
an exempt security, as defined in Section 3(a)(12) of the Securities Exchange Act of 1934) you
acquire or previously acquired in connection with your service or employment as a director or
executive officer, during the Republic Plan’s blackout period. This prohibition against trading
Republic Services equity securities during the blackout period will not preclude you from engaging
in exempt transactions described in Rule 101(c) of the Securities and Exchange Commission’s
Regulation BTR.
Please remember that in addition to this prohibition against trading Republic Services equity
securities during the blackout period, you are generally prohibited from buying, selling or
recommending securities while you are aware of material, non-public information about any security
or its issuer.
Federal securities laws require us to provide this notice to you as a director or executive
officer. If you have any questions, please contact Michael Rissman, acting General Counsel of
Republic Services, Inc., at the following:
Republic Services, Inc.
18500 North Allied Way
Phoenix, Arizona 85054
(480) 627-2700
18500 North Allied Way
Phoenix, Arizona 85054
(480) 627-2700