SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

Republic Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State of Incorporation or Organization)		65-0716904 (IRS Employer Identification Number)

110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida (Address of Principal Executive Offices)		33301 (Zip Code)

     If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box:     x

     If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box:     o

Securities Act registration statement file number to which this form relates: [N/A]

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
Preferred Share Purchase Rights		The New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of Each Class)

 

 

Item 1.     Description of Securities To Be Registered.

          On July 28 2008, the Board of Directors of the Republic Services, Inc. (the “Company”), a Delaware corporation, declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share. The dividend is payable on August 7, 2008 to the stockholders of record on August 7, 2008.

          Our Board has adopted this Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 10% (20% in the case of existing 10% holders) or more of our outstanding common stock, including derivatives, unless such acquisition was approved by our Board or such acquisition was in connection with an offer for all of the outstanding shares of our common stock for the same consideration. The Rights will terminate concurrently with the purchase of more than 50% of our outstanding shares not owned by the acquiring person in such an offer, provided that the acquiring person irrevocably commits to purchase all remaining untendered shares for the same consideration as in the tender offer as promptly as practicable following completion of the offer.

          For those interested in the specific terms of the Rights Agreement as made between our Company and The Bank of New York Mellon, as the Rights Agent, dated as of July 28, 2008, we provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed as an exhibit to this Registration Statement on Form 8-A. A copy of the agreement is available free of charge from our Company.

The Rights. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock we issue after August 7, 2008 until the Distribution Date described below or the redemption or expiration of the Rights.

Exercise Price. Each Right will allow its holder to purchase from our Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) for $125, once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend and liquidation rights as would one share of common stock. Prior to exercise, the Rights do not give their holders any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until:

•

10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining “Beneficial Ownership,” as defined in the Rights Agreement, of 10% or more of our outstanding common stock, or, if earlier,

•

10 business days (or a later date determined by our Board before any person or group becomes an Acquiring Person) after a person or group begins a tender or exchange offer which, if consummated, would result in that person or group becoming an Acquiring Person

“Beneficial Ownership” as defined in the Rights Agreement includes interests a person may have as a result of hedging and similar transactions.

We refer to the date when the Rights become exercisable as the “Distribution Date.” Until that date, the common stock certificates will also evidence the Rights, and any transfer of shares of common stock will constitute a transfer of Rights. After that date, the Rights will separate from the common stock and be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person are void and may not be exercised.

The threshold at which a person or group becomes an Acquiring Person will be 20% for any person or group who or which has beneficial ownership of 10% or more of our common stock on July 28, 2008.

Permitted Offer Exemption: The Rights will automatically expire concurrently with the purchase of 50% of our outstanding common stock not previously owned by the acquiring person, pursuant to an offer for all of the outstanding shares of Company common stock for the same consideration, provided that the offeror irrevocably commits to purchase all shares not purchased in the offer for the same consideration actually paid pursuant to the offer.

•

Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for $125 per Right, purchase shares of our common stock with a market value of $250, based on the market price of the common stock (determined pursuant to the terms of the Rights Agreement) prior to such acquisition.

•

Flip Over. If the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $125 per Right, purchase shares of the acquiring corporation with a market value of $250, based on the market price of the acquiring corporation’s stock or equity interests (determined pursuant to the terms of the Rights Agreement) prior to such transaction.

Each one one-hundredth of a Preferred Share, if issued:

•

will not be redeemable;

•

will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;

•

will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of common stock, whichever is greater;

•

will have the same voting power as one share of common stock; and

•

if shares of our common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock.

The value of one one-hundredth interest in a Preferred Share should approximate the value of one share of common stock.

Expiration. The Rights will expire on the earlier of (i) the close of business on July 27, 2009, (ii) the date on which a person or group purchases more than 50% of the unaffiliated shares of the Company pursuant to a Permitted Offer and (iii) the consummation of the merger between the Company and Allied Waste Industries, Inc.

Redemption. Our Board may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If our Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be adjusted if we have a stock split or stock dividends of our common stock.

Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding common stock, our Board may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. Our Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or common stock. No adjustments to the Exercise Price of less than 1% will be made.

Amendments. The terms of the Rights Agreement may be amended by our Board without the consent of the holders of the Rights. However, our Board may not amend the Rights Agreement to lower the threshold at which a person or group becomes an Acquiring Person to below 10% of our outstanding common stock. In addition, the Board may not cause a person or group to become an Acquiring Person by lowering this threshold below the percentage interest that such person or group already owns. After a person or group becomes an Acquiring Person, our Board may not amend the agreement in a way that adversely affects holders of the Rights.

The Rights Agreement, dated as of July 28, 2008 between the Company and The Bank of New York Mellon, as Rights Agent, specifying the terms of the Rights is attached hereto as an exhibit and is incorporated herein by reference. The foregoing description of the Rights is qualified in its entirety by reference to such exhibit.

Item 2.		Exhibits.
		4.1				Rights Agreement, dated as of July 28, 2008, between Republic Services, Inc. and The Bank of New York Mellon, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: July 28, 2008

EXHIBIT LIST

4.1		Rights Agreement, dated as of July 28, 2008, between Republic Services, Inc. and The Bank of New York Mellon, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.