-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4rbVMRfQcswYH5yJLZ8qo01GpcJBk7ReJmR8YNtjWn3GXXe6Ylx+4gHKWenlfx8 evzgK9RR9qPD3FCZFzDUbw== 0000950149-98-001682.txt : 19981014 0000950149-98-001682.hdr.sgml : 19981014 ACCESSION NUMBER: 0000950149-98-001682 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 5 333-59199 FILED AS OF DATE: 19981013 EFFECTIVENESS DATE: 19981013 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASTE CONNECTIONS INC/DE CENTRAL INDEX KEY: 0001057058 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 943283464 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-65613 FILM NUMBER: 98724864 BUSINESS ADDRESS: STREET 1: 2260 DOUGLAS BLVD STREET 2: SUITE 280 CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 9167722221 MAIL ADDRESS: STREET 1: 2260 DOUGLAS BLVD STREET 2: SUITE 280 CITY: ROSEVILLE STATE: CA ZIP: 95661 S-4MEF 1 FILED PURSUANT TO RULE 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1998. REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ WASTE CONNECTIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4953 94-3283464 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
2260 DOUGLAS BOULEVARD, SUITE 280 ROSEVILLE, CALIFORNIA 95661 (916) 772-2221 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) RONALD J. MITTELSTAEDT PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN WASTE CONNECTIONS, INC. 2260 DOUGLAS BOULEVARD, SUITE 280 ROSEVILLE, CALIFORNIA 95661 (916) 772-2221 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES OF ALL COMMUNICATIONS TO: CAROLYN S. REISER, ESQ. SHARTSIS, FRIESE & GINSBURG LLP ONE MARITIME PLAZA, 18TH FLOOR SAN FRANCISCO, CALIFORNIA 94111 (415) 421-6500 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-59199 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- AMOUNT PROPOSED MAXIMUM TITLE OF EACH CLASS OF TO BE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value........... 644,165 shares $11,212,500 $3,307.69 - ---------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based on the average high and low sales prices of the Common Stock reported by the Nasdaq National Market on October 9, 1998. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This Registration Statement incorporates by reference the Registration Statement on Form S-4 and Post-Effective Amendment No. 1 thereto (Registration No. 333-59199) filed previously by Waste Connections, Inc., with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"). This Registration Statement is filed solely to register an additional 644,165 shares of the Registrant's Common Stock pursuant to Rule 462(b) under the Securities Act. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS EXHIBITS EXHIBITS. All Exhibits filed with Registration Statement No. 333-59199 are incorporated by reference into, and shall be deemed a part of, this Registration Statement, except the following, which are filed herewith or specifically incorporated by reference herein from Registration Statement No. 333-599199.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 5.1 Opinion of Shartsis, Friese & Ginsburg LLP 23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in opinion filed as Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 23.3 Consent of Grant Thornton LLP, Independent Auditors 23.4 Consent of Williams, Kastner & Gibbs PLLC
II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Roseville, State of California, on October 13, 1998. WASTE CONNECTIONS, INC. By: /s/ RONALD J. MITTELSTAEDT ------------------------------------ Ronald J. Mittelstaedt President, Chief Executive Officer and Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 13, 1998.
SIGNATURE TITLE DATE --------- ----- ---- /s/ RONALD J. MITTELSTAEDT President, Chief Executive October 13, 1998 - ----------------------------------------------------- Officer and Chairman Ronald J. Mittelstaedt /s/ EUGENE V. DUPREAU Director and Vice President -- October 13, 1998 - ----------------------------------------------------- Madera Eugene V. Dupreau /s/ MICHAEL W. HARLAN Director October 13, 1998 - ----------------------------------------------------- Michael W. Harlan /s/ WILLIAM J. RAZZOUK Director October 13, 1998 - ----------------------------------------------------- William J. Razzouk /s/ STEVEN F. BOUCK Executive Vice President and October 13, 1998 - ----------------------------------------------------- Chief Financial Officer Steven F. Bouck /s/ MICHAEL R. FOOS Vice President and Corporate October 13, 1998 - ----------------------------------------------------- Controller Michael R. Foos
II-2 5 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ------------ 5.1 Opinion of Shartsis, Friese & Ginsburg LLP.................. 23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in opinion filed as Exhibit 5.1)............................... 23.2 Consent of Ernst & Young LLP, Independent Auditors. 23.3 Consent of Grant Thornton LLP, Independent Auditors......... 23.4 Consent of Williams, Kastner & Gibbs PLLC...................
EX-5.1 2 OPINION OF SHARTSIS, FRIESE & GINSBURG LLP 1 EXHIBIT 5.1 October 13, 1998 Waste Connections, Inc. 2260 Douglas Boulevard, Suite 280 Roseville, California 95661 Ladies and Gentlemen: We have acted as counsel for Waste Connections, Inc. (the "Company") in connection with its Registration Statement on Form S-4 filed on October 13, 1998, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 644,165 shares of the Company's Common Stock, $0.01 par value, to be sold by the Company. We are of the opinion that the shares being so registered for sale have been duly authorized and, when sold and delivered as contemplated in such Registration Statement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to such Registration Statement. Very truly yours, SHARTSIS, FRIESE & GINSBURG LLP By /s/ Carolyn S. Reiser ------------------- Carolyn S. Reiser EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-4) of Waste Connections, Inc. for the registration of 644,165 shares of its common stock of our report dated March 6, 1998, with respect to the financial statements of Waste Connections, Inc. included in Post Effective Amendment No. 1 to its Registration Statement (Form S-4 No. 333-59199) and related Prospectus for the registration of 3,000,000 shares of its common stock as filed with the Securities and Exchange Commission. Our audits also included the financial statement schedule of Waste Connections, Inc. and Predecessors listed in Item 21(b) of Post Effective Amendment No. 1 to its Registration Statement (Form S-4 No. 333-59199) and related Prospectus for the registration of 3,000,000 shares of its common stock as filed with the Securities and Exchange Commission. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statement (Form S-4) of Waste Connections, Inc. for the registration of 644,165 shares of its common stock of our report dated February 20, 1998, with respect to the financial statements of Madera Disposal Systems, Inc. included in Post Effective Amendment No. 1 to the Registration Statement (Form S-4 No. 333-59199) and related Prospectus of Waste Connections, Inc. for the registration of 3,000,000 shares of its common stock as filed with the Securities and Exchange Commission. We also consent to the incorporation by reference in the Registration Statement (Form S-4) of Waste Connections, Inc. for the registration of 644,165 shares of its common stock of our report dated July 8, 1998, with respect to the financial statements of Arrow Sanitary Service, Inc. included in Post Effective Amendment No. 1 to the Registration Statement (Form S-4 No. 333-59199) and related Prospectus of Waste Connections, Inc. for the registration of 3,000,000 shares of its common stock as filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Sacramento, California October 12, 1998 EX-23.3 4 CONSENT OF GRANT THORNTON LLP 1 EXHIBIT 23.3 CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS We have issued our report dated August 24, 1998 accompanying the financial statements of Shrader Refuse and Recycling Service Company included in the Post Effective Amendment No. 1 to the Registration Statement (Form S-4 No. 333-59199, effective September 4, 1998) and related Prospectus of Waste Connections, Inc. which is incorporated by reference in this Registration Statement (Form S-4) for the registration of 644,165 shares of its common stock. We consent to the incorporation by reference in this Registration Statement of the aforementioned report and to the use of our name as it appears under the caption "Experts." /s/ Grant Thornton LLP - -------------------------- Lincoln, Nebraska October 13, 1998 EX-23.4 5 CONSENT OF WILLIAMS, KASTNER & GIBBS PLLC 1 EXHIBIT 23.4 CONSENT OF WILLIAMS, KASTNER & GIBBS PLLC We consent to the reference to our firm under the caption "Legal Matters" in the October 1998 Registration Statement (Form S-4) of Waste Connections, Inc. filed to increase by twenty percent the number of shares registered under the Registration Statement on Form S-4 (Registration No. 333-59199). /s/ WILLIAMS, KASTNER & GIBBS, PLLC Williams, Kastner & Gibbs, PLLC Seattle, Washington October 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----