UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~April~~ 1June 6, 2006

RENT-WAY, INC.

(Exact Name of Registrant as Specified in Its Charter)

PENNSYLVANIA

(State or Other Jurisdiction of Incorporation)

0-22026 25-1407782

(Commission File Number) (IRS Employer Identification No.)

One RentWay Place, Erie, Pennsylvania 16505

(Address of Principal Executive Offices) (Zip Code)

(814) 455-5378

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 Other ~~Entry Into a Material Definitive Agreement~~Events.

On ~~May~~February 214, 2006, ~~the~~Fidelity ~~company~~National ~~and John A. Lombardi entered into an employment agreement, effective April 1, 2006, under which Mr. Lombardi will serve as Senior Vice President and Chief~~ Financial ~~Officer~~Inc. ~~The~~(“FNF”) ~~employment~~filed agreement has an initial two-year term. Thereafter, Mr. Lombardi’s employment continues until either he or the company give at least 120 days’ notice of termination. If Mr. Lombardi’s employment is terminated by the company during the initial two-year term for any reason other than Mr. Lombardi’s death or disability or for cause, Mr. Lombardi will receive continuing payments of salary through the end of the initial term and for a ~~12-month~~Schedule ~~period following~~13G ~~the~~with ~~end of~~ the ~~initial~~SEC ~~term;~~disclosing ~~provided~~ that inas ~~no event will the payments~~ of ~~salary continue~~November ~~for~~19, a2003 ~~period~~it, intogether ~~excess~~with ofits ~~24 months. In the event that any such termination by~~affiliates, ~~the~~Fidelity ~~company~~National ~~occurs~~Title ~~after~~Company, ~~the~~Fidelity ~~initial~~National ~~two-year~~Title ~~term~~Insurance Company, ~~Mr.~~Ticor ~~Lombardi will receive continuing~~Title ~~salary~~Insurance ~~payments~~Company ~~for~~and aChicago ~~12-month~~Title ~~period~~Insurance ~~following the date of termination. Under the employment agreement~~Company, ~~Mr.~~owned ~~Lombardi receives~~ an ~~annual~~aggregate ~~base salary~~ of ~~$230~~3,~~000~~920, ~~subject to~~085 ~~annual~~shares ~~adjustment~~of ~~based~~common onstock ~~individual~~of ~~and~~Rent-Way ~~corporate~~representing ~~performance~~14.9% ~~Mr.~~of ~~Lombardi is eligible to participate in~~ the company’s ~~incentive~~issued ~~compensation plans~~ and ~~to receive bonuses~~ ~~based~~outstanding onshares corporate performance and individual performance criteria and standards set by the company’s President. Mr. Lombardi is also eligible to participate in all company-wide benefit plans and programs. The employment agreement also provides that Mr. Lombardi receive a grant of ~~15,000~~common ~~restricted~~ stock ~~units under the company’s 2006 Equity Incentive Plan~~. ~~These units vest in equal amounts over a three-year period beginning April 1, 2007, subject to Mr. Lombardi having completed certain requirements relating to professional training and development.~~

~~The~~Rent-Way ~~information~~has ~~under~~been ~~Item~~advised ~~5.02~~by ~~with~~FNF ~~respect~~that on or about March 28, 2005, FNF became a greater than 10% shareholder of the company required to ~~Roger~~file ~~Zwingler~~a isForm ~~incorporated~~3, ~~into~~Initial Statement of Beneficial Ownership of Securities, that subsequent to March 28, 2005 FNF engaged in transactions in Rent-Way common stock reportable on Form 4, Statement of Changes in Beneficial Ownership, and that a review of such transactions revealed that FNF had engaged in transactions during calendar year 2005 that required the ~~Item~~disgorgement of short-swing profits in ~~1.01~~accordance bywith ~~reference~~Section 16(b) of the Securities Exchange Act of 1934, as amended.

~~Item~~ On June ~~5.02~~6, ~~Departure~~2006, ofFNF ~~Directors~~paid orRent-Way ~~Principal~~the ~~Officers;~~sum ~~Election~~of $1,444,432.35 constituting the disgorgement of short-swing ~~Directors;~~profits ~~Appointment~~in accordance with the requirements of ~~Principal~~Section ~~Officers~~16(b).

~~(c)~~ On June ~~April 1~~9, 2006, ~~John~~FNF A.filed ~~Lombardi,~~with ~~age~~the ~~40,~~SEC ~~Rent-Way’s~~the ~~Vice~~Form ~~President~~3 and ~~interim~~ ~~Chief~~Form ~~Financial~~4s ~~Officer,~~reflecting ~~was~~its ~~appointed~~ownership ~~to the position~~ of ~~Senior Vice~~ ~~President~~ and ~~Chief~~transactions ~~Financial~~in ~~Officer and Roger Zwingler, age 57,~~ Rent-Way’s ~~Vice~~common ~~President of Marketing & Advertising, was appointed to the position of Executive Vice President of Strategic Planning and Chief Marketing Officer~~stock.

On May 4, 2006, Rent-Way issued a press release to announce the promotions. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Item 5.02 by reference.

Mr. Lombardi’s employment agreement is described in Item 1.01 of this report, which description is incorporated into this Item 5.02 by reference.

Mr. Zwingler’s employment agreement with the company provides that his employment continues until either he or the company give at least two weeks’ prior written notice of termination. If the employment agreement is terminated by the company for any reason other than Mr. Zwingler’s death or disability or for cause, Mr. Zwingler will receive continuing payments of salary for a 12-month period following termination. In connection with his promotion, Mr. Zwingler’s annual base salary under the employment agreement was increased to $215,000, subject to annual review and possible adjustment based on individual and corporate performance. Mr. Zwingler is eligible to participate in the company’s incentive compensation plans and to receive bonuses based on corporate performance and individual performance criteria and standards set by the company’s President. Mr. Zwingler’s 2006 target bonus will be 35% of annual base salary, subject to adjustment, if determined appropriate by the company’s President, to reflect the fact that Mr. Zwingler’s promotion is taking effect in the middle of the company’s fiscal year. Mr. Zwingler is also eligible to participate in all company-wide benefit plans and programs.

Item 9.01 Financial Statements and Exhibits

99.1 Press release dated May 4, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rent-Way, Inc.

Dated: ~~May~~June 413, 2006

By: /s/ John A. Lombardi Name: John A. Lombardi Title: Senior Vice President and ~~Chief~~CFO ~~Financial Officer~~

EXHIBIT INDEX

Exhibit Number Description 99.1 Press Release dated May 4, 2006

Filing Compare · RENT WAY INC