Avis Budget Group :: SEC Filing

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forms-8pos.htm

As filed with the Securities and Exchange Commission on August 18, 2009

No. 333-144143

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AVIS BUDGET GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-0918165
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6 Sylvan Way, Parsippany, NJ		07054
(Address of Principal Executive Offices)		(Zip Code)

AVIS BUDGET GROUP, INC. 2007 EQUITY AND INCENTIVE PLAN

(Full title of the plan)

David B. Wyshner

Executive Vice President and Chief Financial Officer

Avis Budget Group, Inc.

6 Sylvan Way

Parsippany, NJ 07054

(973) 496-4700

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

of agent for service)

with a copy to:

Karen C. Sclafani

Executive Vice President and General Counsel

Avis Budget Group, Inc.

6 Sylvan Way

Parsippany, NJ 07054

(973) 496-4700

CALCULATION OF REGISTRATION FEE

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	4,500,000 shares (1)	$10.05 (2)	$45,225,000 (2)	$2,523.56

(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 high and low market prices of the Company’s common stock reported on the New York Stock Exchange on August 11, 2009.

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Registration Statement File No. 333-144143 is being filed by the registrant, Avis Budget Group, Inc., for the purpose of increasing the number of shares of common stock to be issued under the Avis Budget Group, Inc. 2007 Equity and Incentive Plan (the “Plan”) by 4,500,000 shares, from 8,000,000 shares to 12,500,000 shares, pursuant to General Instruction E on Form S-8 (Registration of Additional Securities). The contents of the original registration statement (File No. 333-144143) are hereby incorporated by reference and made a part hereof. The stockholders of the registrant approved amending the Plan for this purpose at the annual meeting of stockholders on June 12, 2009.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, filed by the Company with the Securities and Exchange Commission (the “SEC”), are hereby incorporated by reference:

(a)

the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on February 26, 2009;

(b)

the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 21, 2009;

(c)

the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 filed with the SEC on May 7, 2009 and August 6, 2009, respectively;

(d)

the Company’s Current Reports on Form 8-K filed on March 27, 2009, June 18, 2009, July 22, 2009 and July 24, 2009; and

(e)

the description of the Company’s common stock contained in the Company’s Form 8-A/A filed with the SEC on August 18, 2009.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities then 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 a part hereof from the date of filing of such documents. In no event, however, will any information that the Company discloses under Item 2.02 or 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the SEC be incorporated by reference into, or otherwise become part of, this registration statement. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that such statement is modified or superseded by a subsequently filed document which also is or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement except as so modified or superseded.

Item 5. Interests of Named Experts and Counsel.

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Karen C. Sclafani, Esq. has rendered an opinion on the validity of the securities being registered under the 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 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 8. Exhibits.

Exhibit No.		Description

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 the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 27, 2009).

5		Opinion of Karen Sclafani, Esq. as to the validity of the shares of the Company’s common stock (including consent).*

23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.*

23.2		Consent of Karen Sclafani, Esq. (included in Exhibit 5 to this registration statement).*

24		Power of Attorney (included on signature page).*

		* Filed herewith.

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SIGNATURES

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 Post Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany, State of New Jersey on the 18th day of August, 2009.

	AVIS BUDGET GROUP, INC.


By:	/s/ Brett D. Weinblatt
	Name:	Brett D. Weinblatt
	Title:	Senior Vice President and Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that 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 additional post-effective amendments) and additions to this Post Effective Amendment No. 1 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, 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 Post Effective Amendment No. 1 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	August 18, 2009
Ronald L. Nelson

/s/ F. Robert Salerno	President and Chief Operating Officer and Director	August 18, 2009
F. Robert Salerno

/s/ David B. Wyshner	Executive Vice President and Chief Financial Officer	August 18, 2009
David B. Wyshner

/s/ Mary C. Choksi	Director	August 18, 2009
Mary C. Choksi

/s/ Leonard S. Coleman	Director	August 18, 2009
Leonard S. Coleman

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Signatures	Title	Date

/s/ Martin L. Edelman	Director	August 18, 2009
Martin L. Edelman

/s/ John D. Hardy, Jr.	Director	August 18, 2009
John D. Hardy, Jr.

/s/ Lynn Krominga	Director	August 18, 2009
Lynn Krominga

/s/ Eduardo G. Mestre	Director	August 18, 2009
Eduardo G. Mestre

/s/ Stender E. Sweeney	Director	August 18, 2009
Stender E. Sweeney

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EXHIBIT INDEX

Exhibit No.		Description

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 the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 27, 2009).

5		Opinion of Karen Sclafani, Esq. as to the validity of the shares of the Company’s common stock (including consent).*

23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.*

23.2		Consent of Karen Sclafani, Esq. (included in Exhibit 5 to this registration statement).*

24		Power of Attorney (included on signature page).*

		* Filed herewith.

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ex5.htm

Exhibit 5

August 18, 2009

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 an additional 4,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Avis Budget Group, Inc. (the “Company”) on a Post-Effective Amendment No. 1 to a registration statement on Form S-8 (the “Amendment”). The shares of Common Stock to which the Amendment relates are issuable pursuant to the Avis Budget Group, Inc. 2007 Equity and Incentive Plan, as amended (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 I 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 Amendment are duly authorized, and, when issued in accordance with the terms of the 2007 Plan, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Amendment and any amendment thereto. In giving the foregoing consent, I do not admit to being in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Karen C. Sclafani

Karen C. Sclafani, Esq.

ex23_1.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post Effective Amendment No. 1 to Registration Statement No. 333-144143 on Form S-8 of our reports dated February 26, 2009, relating to the financial statements and financial statement schedule of Avis Budget Group, Inc. (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of Financial Accounting Standards Board Interpretation No.48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, on January 1, 2007) and the effectiveness of Avis Budget Group, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Avis Budget Group, Inc. for the year ended December 31, 2008.

/s/ DELOITTE & TOUCHE LLP

New York, New York

August 17, 2009