Item is incorporated by reference to our definitive Proxy
Statement with respect to our Annual Shareholders’ Meeting to be held October 16, 2008, which will
be filed with the Securities and Exchange Commission by not later than September 29, 2008.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to our definitive Proxy
Statement with respect to our Annual Shareholders’ Meeting to be held October 16, 2008, which will
be filed with the Securities and Exchange Commission by not later than September 29, 2008.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters.
The information required by this Item is incorporated by reference to our definitive Proxy
Statement with respect to our Annual Shareholders’ Meeting to be held October 16, 2008, which will
be filed with the Securities and Exchange Commission by not later than September 29, 2008.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The information required by this Item is incorporated by reference to our definitive Proxy
Statement with respect to our Annual Shareholders’ Meeting to be held October 16, 2008, which will
be filed with the Securities and Exchange Commission by not later than September 29, 2008.
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Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated by reference to our definitive Proxy
Statement with respect to our Annual Shareholders’ Meeting to be held October 16, 2008, which will
be filed with the Securities and Exchange Commission by no later than September 29, 2008.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) The following financial statements are filed as a part of this report and are included or
incorporated herein by reference to the following page or pages of our 2008 Annual Report.
| 2008 Annual Report | ||||||
| Item | Page Number | |||||
1.
|
Financial Statements | |||||
| Consolidated Statements of Operations for each of the three years in the period ended May 31, 2008 | 19 | |||||
| Consolidated Balance Sheets at May 31, 2008 and 2007 | 20 | |||||
| Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended May 31, 2008 | 21 | |||||
| Consolidated Statements of Cash Flows for each of the three years in the period ended May 31, 2008 | 22 | |||||
| Notes to Consolidated Financial Statements | 23-38 | |||||
| Report of Independent Registered Public Accounting Firm | 39 | |||||
All other schedules have been omitted since the required information is not present or is not
present in amounts sufficient to require submission of a schedule, or because the information
required is included in the financial statements or related notes.
(b) Exhibits listed by numbers corresponding to Exhibit Table of Item 601 of Regulation
S-K.
Exhibit Index
(* Indicates compensation plan, contract or arrangement)
| Exhibit Number |
Document Description | |
(3)
|
Articles of Incorporation (Restated) and bylaws are incorporated by reference to Exhibits 1.2 and 6.1, respectively, of Registration Statement (Form S-14), File No. 2-63532. A copy of the Restated Articles of Incorporation and the Certificate of Amendment of Restated Articles of Incorporation filed October 24, 1988 are incorporated by reference to Exhibit (3) to the Annual Report (Form 10-K) for the fiscal year ended May 31, 1989. A copy of the Certificate of Amendment of Restated Articles of Incorporation filed October 15, 1997 is filed as Exhibit (3) to the Annual Report (Form 10-K) for the fiscal year ended May 31, 1999. A copy of the amendment to the bylaws adopted October 6, 1994 is incorporated by reference to the Annual Report (Form 10-K) for the fiscal year |
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| Exhibit Number |
Document Description | |
| ended May 31, 1995. A copy of the amendment to the bylaws adopted November 15, 1996 is incorporated by reference to Exhibit (3) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1997. | ||
(10)(A)(1)
|
The Electro Rent Corporation Employee Stock Ownership And Savings Plan, June 1, 1985 Restatement, and the Electro Rent Corporation Employee Stock Ownership And Savings Plan Trust Agreement, are incorporated by reference to Exhibits 10(A)-(1) and 10(A)-(2) of the Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 1985. A copy of Amendment No. One to the Restated ESOP is incorporated by reference to Exhibit (10)(A) of Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 1987.* | |
(10)(A)(2)
|
A copy of the Electro Rent Corporation Employee Stock Ownership And Savings Plan, Restated As Of June 1, 1989 is incorporated by reference to Exhibit (10)(A) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1989.* | |
(10)(A)(3)
|
Copies of the following documents amending and supplementing the ESOSP and ESOP as heretofore amended are incorporated by reference to Exhibit (10)(A)-(1) to (7) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1995: | |
(10)(A)(4)
|
Adoption Agreement For The Vanguard Prototype 401(K) Savings Plan dated August 1, 1994.* | |
(10)(A)(5)
|
Electro Rent Corporation Savings Plan Trust Agreement dated September 1, 1994.* | |
(10)(A)(6)
|
Electro Rent Savings Plan Supplement To The Vanguard Prototype 401(K) Savings Plan Adoption Agreement dated September 24, 1994.* | |
(10)(A)(7)
|
Second Amendment To Electro Rent Corporation Employee Stock Ownership & Savings Plan (Restated As Of June 1, 1989) dated as of June 1, 1991* | |
(10)(A)(8)
|
Third Amendment To Electro Rent Corporation Employee Stock Ownership And Savings Plan (Restated As Of June 1, 1989) dated June 15, 1994* | |
(10)(A)(9)
|
Fourth Amendment To Electro Rent Corporation Savings Plan (Restated As Of June 1, 1989) dated September 1, 1994* | |
(10)(A)(10)
|
Electro Rent Corporation Employee Stock Ownership Plan Trust Agreement dated September 1, 1994.* | |
(10)(A)(11)
|
A copy of the GE Rentals Supplement to the Vanguard Prototype 401(k) Savings Plan Adoption Agreement adopted October 10, 1997 is incorporated by reference to Exhibit 10(A) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1998.* | |
(10)(C)
|
A copy of the Electro Rent Corporation Supplemental Retirement Plan is incorporated by reference to Exhibit (10)(C) of Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 1987.* | |
(10)(D)(1)
|
The Executive Employment Agreement between the Company and Daniel Greenberg, Chairman of the Board of Directors and Chief Executive Officer, originally entered into December 15, 1986 and amended November 22, 1988 by Amendment No. One To Executive Employment Agreement, as further amended and restated as of July 15, 1992. A copy of the Executive Employment Agreement (Amended And Restated as of |
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Table of Contents
| Exhibit Number |
Document Description | |
| July 15, 1992), and as further amended as of October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 1993. A copy of Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated October 12, 2001 is incorporated by reference to Exhibit 10(D)-(1) of Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 2003.* | ||
(10)(D)(2)
|
The Executive Employment Agreement between the Company and William Weitzman, President and Chief Operating Officer, originally entered into December 15, 1986 and amended November 22, 1988 by Amendment No. One To Executive Employment Agreement, as further amended and restated as of July 15, 1992 and amended by Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated October 12, 2001. A copy of Executive Employment Agreement (Amended And Restated as of July 15, 1992, and as further amended as of October 2001) is incorporated by reference to Exhibit (10)(D)-(1) of Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 1993. A copy of Amendment No. 1 to the Amended and Restated Executive Employment Agreement, dated October 12, 2001 is incorporated by reference to Exhibit 10(D)(2) of the Registrant’s Annual Report (Form 10-K) for the fiscal year ended May 31, 2002.* | |
10(D)(3)
|
Employment Agreement, dated as of October 31, 2005, between Electro Rent Corporation and Steven Markheim is incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Electro Rent Corporation on November 1, 2005.* | |
10(D)(4)
|
Employment Agreement, dated as of October 31, 2005, between Electro Rent Corporation and Craig R. Jones is incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Electro Rent Corporation on November 1, 2005.* | |
(10)(E)(1)
|
A copy of the Electro Rent Corporation 1990 Stock Option Plan, the Electro Rent Corporation Stock Option Agreement (Incentive Stock Option) and the Electro Rent Corporation Stock Option Agreement (Nonstatutory Option) are incorporated by reference to Exhibits (10)(E)-(1), (10)(E)-(2) and (10)(E)-(3), respectively to the Annual Report (Form 10-K) for the fiscal year ended May 31, 1990. A copy of Amendment Number One To Electro Rent Corporation 1990 Stock Option Plan adopted October 3, 1991 is incorporated by reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1992. A copy of Amendment Number Two To Electro Rent Corporation 1990 Stock Option Plan adopted April 11, 1995 is incorporated by reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1995.* | |
(10)(E)(2)
|
A copy of the Electro Rent Corporation 1996 Stock Option Plan, the Electro Rent Corporation Stock Option Agreement (Incentive Stock Options) and the Electro Rent Corporation Stock Option Agreement (Nonstatutory Stock Options) are incorporated by reference to Exhibits (10)(E)-(1), (2) and (3) respectively to the Annual Report (Form 10-K) for the fiscal year ended May 31, 1996. A copy of Amendment Number One To Electro Rent Corporation 1996 Stock Option Plan adopted November 1, 1996 is incorporated by reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1998.* | |
(10)(E)(3)
|
A copy of the Electro Rent Corporation 1996 Director Option Plan and the Electro Rent Corporation Stock Option Agreement for the 1996 Director Option Plan are incorporated by reference to Exhibits (10)(E)-(4) and (5) respectively to the Annual Report (Form 10-K) for the fiscal year ended May 31, 1996.* |
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| Exhibit Number |
Document Description | |
(10)(E)(4)
|
Electro Rent Corporation 1996 Director Option Plan Amendment No. One is incorporated by reference to Exhibit (10)(E) to the Annual Report (Form 10-K) for the fiscal year ended May 31, 2001.* | |
10(E)(5)
|
A copy of the Electro Rent Corporation 2002 Employee Stock Option Plan, the Electro Rent Corporation Stock Option Agreement (Incentive Stock Options) and the Electro Rent Corporation Stock Option Agreement (Nonstatutory Stock Options) is incorporated by reference to Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 2002.* | |
10(E)(6)
|
Electro Rent Corporation 2005 Equity Incentive Plan incorporated by reference to Annex C of the Definitive Proxy Statement filed August 25, 2005.* | |
(11)
|
Statement re computation of per share earnings is incorporated by reference to the 2008 Annual Report, page 33. | |
(13)
|
2008 Annual Report. Only those portions of the 2008 Annual Report expressly incorporated hereby by reference are deemed “filed.” | |
(21)
|
Subsidiaries of the Registrant. | |
•
Genstar Rental Electronics, Inc., a Canadian corporation |
||
•
ER International, Inc., a Delaware corporation |
||
•
Electro Rent Asia, Inc., a California corporation |
||
•
Electro Rent (Tianjin) Rental Co., Ltd., a Chinese wholly foreign-owned
enterprise |
||
•
Electro Rent Europe NV, a Belgium corporation |
||
(23)(A)
|
Consent of Deloitte & Touche LLP, the Company’s independent registered public accounting firm. | |
(31)(A)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
(31)(B)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
(32)(A)
|
Section 1350 Certification by Principal Executive Officer | |
(32)(B)
|
Section 1350 Certification by Chief Financial Officer |
(c) Schedule of Financial Statements Required by Regulation S-X, which is excluded from the
2008 Annual Report by Rule 14a-3(b) (1):
None. See Cross Reference Table under Item 15 (Exhibits, Financial Statement Schedules) of this
Form 10-K.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Electro Rent Corporation |
|||||
| Dated: August 12, 2008. | By | /s/ Daniel Greenberg | |||
| Daniel Greenberg | |||||
| Chief Executive Officer and Director | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Daniel Greenberg
|
Chairman of the Board and Chief Executive Officer |
August 12, 2008 | ||
/s/ Craig R. Jones
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
August 12, 2008 | ||
/s/ Gerald D. Barrone
|
Director | August 12, 2008 | ||
Gerald D. Barrone |
||||
/s/ Nancy Y. Bekavac
|
Director | August 12, 2008 | ||
Nancy Y. Bekavac |
||||
/s/ Karen J. Curtin
|
Director | August 12, 2008 | ||
Karen J. Curtin |
||||
/s/ Joseph J. Kearns
|
Director | August 12, 2008 | ||
Joseph J. Kearns |
||||
/s/ James S. Pignatelli
|
Director | August 12, 2008 | ||
James S. Pignatelli |
23