No. 333-144143
|
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)
|
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
|
3,500,000 shares (1)
|
$14.15 (2)
|
$49,525,000 (2)
|
$5,676
|
(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 Amended and Restated 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 Nasdaq Global Select Market on June 25, 2012.
|
(a)
|
the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 29, 2012;
|
(b)
|
the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 17, 2012;
|
(c)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 9, 2012;
|
(d)
|
the Company’s Current Reports on Form 8-K filed on March 20, 2012, March 27, 2012 and June 14, 2012; and
|
(e)
|
the description of the Company’s common stock contained in the Company’s Form 8-A filed with the SEC on December 30, 2010.
|
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 November 5, 2009).
|
|
5
|
Opinion of Michael K. Tucker, 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 Michael K. Tucker, Esq. (included in Exhibit 5 to this registration statement).*
|
|
24
|
Power of Attorney (included on signature page).*
|
|
*Filed herewith
|
By:
|
AVIS BUDGET GROUP, INC.
/s/ Izilda P. Martins
|
||
Name: Izilda P. Martins
Title: Vice President and Acting Chief Accounting Officer
|
Signatures
|
Title
|
Date
|
||
/s/ Ronald L. Nelson
|
Chairman of the Board, Chief Executive Officer, President and Director
|
June 28, 2012
|
||
Ronald L. Nelson
|
||||
/s/ David B. Wyshner |
Senior Executive Vice President and Chief Financial Officer
|
June 28, 2012
|
||
David B. Wyshner
|
||||
/s/ Izilda P. Martins
|
Vice President and Acting Chief Accounting Officer
|
June 28, 2012
|
||
Izilda P. Martins
|
||||
/s/ W. Alun Cathcart
|
Director
|
June 28, 2012
|
||
W. Alun Cathcart
|
||||
/s/ Mary C. Choksi
|
Director
|
June 28, 2012
|
||
Mary C. Choksi
|
||||
/s/ Leonard S. Coleman
|
Director
|
June 28, 2012
|
||
Leonard S. Coleman
|
||||
Signatures
|
Title
|
Date
|
/s/ Martin L. Edelman
|
Director
|
June 28, 2012
|
||
Martin L. Edelman
|
||||
/s/ John D. Hardy, Jr.
|
Director
|
June 28, 2012
|
||
John D. Hardy, Jr.
|
||||
/s/ Lynn Krominga |
Director
|
June 28, 2012
|
||
Lynn Krominga
|
||||
/s/ Eduardo G. Mestre
|
Director
|
June 28, 2012
|
||
Eduardo G. Mestre
|
||||
/s/ F. Robert Salerno
|
Director
|
June 28, 2012
|
||
F. Robert Salerno
|
||||
/s/ Stender E. Sweeney
|
Director
|
June 28, 2012
|
||
Stender E. Sweeney
|
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 November 5, 2009).
|
|
5
|
Opinion of Michael K. Tucker, 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 Michael K. Tucker, Esq. (included in Exhibit 5 to this registration statement).*
|
|
24
|
Power of Attorney (included on signature page).*
|
|
*Filed herewith
|