8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) June 30, 2006

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-25955	01-0780204
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1122 International Blvd., Suite 601, Burlington, Ontario, Canada	L7L 6Z8
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (905) 319-1237

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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

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

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

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

Section 3 — Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On July 5, 2006, Waste Services, Inc. announced that it had completed the acquisition of Sun Country Materials, LLC in Tampa, Florida. The purchase price paid for the company on closing consisted of $2.0 million in cash and $12.0 million by the issuance of 1,337,759 shares of restricted common stock of Waste Services, Inc., after giving effect to the one for three reverse stock split effective June 30, 2006. We had previously paid deposits aggregating $3.5 million. The number of shares issued was determined based upon the average closing price of a share of our common stock for the ten trading days preceding the closing date

The issuance of the common stock is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of the Act and the rules and regulations promulgated there under on the basis that it did not involve a public offering.

The press release is furnished as Exhibit 99.1.

Section 8 — Other Events

Item 8.01 Other Events

On June 30, 2006, we amended our Amended and Restated Certificate of Incorporation to combine shares of our common stock to effect a reverse stock split of one share of common stock for each three outstanding shares of our common stock. This amendment was approved by our stockholders on June 26, 2006.

The Certificate of Amendment is attached as Exhibit 3.1.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Waste Services, Inc. effective June 30, 2006.
3.2	Amended Certificate of Designations of Special Voting Preferred Stock of Waste Services, Inc. effective June 30, 2006.
3.3	Amendment to Provisions for Exchangeable Shares of Waste Services (CA) Inc. effective June 30, 2006.
99.1	July 5, 2006 Press Release.

2

SIGNATURE

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.

WASTE SERVICES, INC.
By:	/s/ Ivan R. Cairns
	Ivan R. Cairns
	Executive Vice President and General Counsel

Date: July 5, 2006

3

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF WASTE SERVICES, INC.

     Waste Services, Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:

FIRST:     That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring such amendment to be advisable and directing that such amendment be considered at the annual general meeting of the stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that

1.     Section 4.01 of the Amended and Restated Certificate of Incorporation of the Corporation is deleted and replaced with the following:

Authorized Capital. The aggregate number of shares of stock which the Corporation shall have authority to issue is 171,666,666 shares, divided into two (2) classes consisting of 166,666,666 shares of Common Stock, par value $0.01 per share (the “Common Stock” ) and 5,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock” ).

2.     Section 4.02 of the Amended and Restated Certificate of Incorporation of the Corporation be amended by adding the following new subsection (d):

"(d) As of June 30, 2006 (the “Effective Date”) each three (3) shares of Common Stock, par value $0.01 per share issued and outstanding immediately prior to the Effective Date (the “Old Common Stock”), will be automatically combined into one (1) share of Common Stock, par value $0.01 per share. Any stock certificate that, immediately prior to the Effective Date, represented shares of the Old Common Stock will, from and after the Effective Date, automatically and without the necessity of surrendering the same for exchange, represent the number of whole             shares of Common Stock, par value $0.01 per share, as equals the quotient obtained by dividing the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Date by three (3). No fractional             shares shall be issued, and in lieu thereof, stockholders will be entitled, upon surrender to the transfer agent of certificates representing such shares, to receive a cash payment equal to the product obtained by multiplying the fraction of common stock by the

average closing price per share of common stock (as adjusted for the reverse stock split) as quoted on the Nasdaq National Market in the five trading days immediately preceding the Effective Date.”

SECOND:     That thereafter, pursuant to the resolution of its Board of Directors, the annual general meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favour of the amendment.

THIRD:     That this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted by the stockholders in accordance with Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:     That this Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective as of 12:01 a.m. (Eastern Time) on the Effective Date in accordance with the provisions of Section 103(d) of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 26th day of June, 2006.

By:	/s/ Ivan R. Cairns
	Authorized Officer Title: Executive Vice-President and Corporate Secretary
	Name: Ivan R. Cairns

EX-3.2

EXHIBIT 3.2

AMENDED
CERTIFICATE OF DESIGNATIONS
OF
SPECIAL VOTING PREFERRED STOCK
OF
WASTE SERVICES, INC.

(PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW)

Original Certificate of Designations filed July 30, 2004

     Waste Services, Inc., a Delaware corporation (the “Corporation”), hereby certifies that pursuant to the authority vested in the board of directors of the Corporation (the “Board of Directors”) by its Certificate of Incorporation and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors has duly approved and adopted the following resolution:

          WHEREAS Capital Environmental Resource Inc. (“Capital”), a company existing under the laws of Ontario, Canada and the former parent of the Corporation, changed its name to Waste Services (CA) Inc. effective July 31, 2004;

          AND WHEREAS at its annual general meeting on June 26, 2006, the stockholders of the Corporation approved a reverse one for three split of the shares of common stock of the Corporation on an effective date to be fixed by the Board of Directors;

          AND WHEREAS the Board of Directors has fixed the effective date of the reverse stock split as June 30, 2006;

          AND WHEREAS the number of votes allocated to the Special Voting Preferred Stock is based on an exchange ratio of one Exchangeable Share for each one share of common stock of the Corporation;

          AND WHEREAS as a result of the reverse stock split, the board of directors of Waste Services (CA) Inc. has determined that the economic equivalent change in the Exchangeable Shares of Capital is that each Exchangeable Share shall be exchanged for 1/3 of one share of common stock of the Corporation, without regard to fractional shares;

          RESOLVED, that Section 3 — “Voting Rights” of the Certificate of Designations is deleted and replaced with the following:

Voting Rights. Except as otherwise provided by law, the Special Voting Preferred Stock shall have the number of votes equal to one-third of the number of outstanding Exchangeable Shares of Capital (the “Exchangeable Shares” ), without regard to any fractional shares, as of any applicable record date that are not owned by the Corporation or any of its subsidiaries. In respect of all matters concerning the voting of shares, the holders of the Common Stock and the Special Voting Preferred Stock shall vote as a single class and such voting rights shall be identical in all respects except as otherwise provided herein

IN WITNESS WHEREOF, the Corporation has caused this Amended Certificate of Designations to be signed by the undersigned this 30th day of June, 2006.

Waste Services, Inc.
/s/ Ivan R. Cairns
By: Ivan R. Cairns
Title:	Executive Vice President, General Counsel and Secretary

EX-3.3

EXHIBIT 3.3

1A

The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares are amended as follows:

1.     Section 3.1 of Article 3 — Dividends is deleted and replaced with the following:

3.1     A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each WSI Dividend Declaration Date, declare a dividend on each Exchangeable Share:

(a)     in the case of a cash dividend declared on the WSI Common Shares, in an amount in cash for each Exchangeable Share in U.S. dollars, or the Canadian Dollar Equivalent thereof, on the WSI Dividend Declaration Date, in each case, corresponding to one-third of the cash dividend declared on each WSI Common Share;

(b)     in the case of a stock dividend declared on the WSI Common Shares, to be paid in WSI Common Shares, by the issue or transfer by the Corporation of such number of Exchangeable Shares for each Exchangeable Share as is equal to one-third of the number of WSI Common Shares to be paid on each WSI Common Share unless in lieu of such stock dividend the Corporation elects to effect a corresponding, contemporaneous and economically equivalent (as determined by the Board of Directors in accordance with Section 3.5 hereof) subdivision of the outstanding Exchangeable Shares; and

(c)     in the case of a dividend declared on the WSI Common Shares in property other than cash or WSI Common Shares, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent (as determined by the Board of Directors, acting reasonably in accordance with Section 3.5 hereof) to the type and amount of property declared as a dividend on each WSI Common Share, having regard to the reverse stock split of the WSI Common Shares.

Such dividends shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable.

1B

2.     Section 5.1 of Article 5 — Distribution on Liquidation, is deleted and replaced with the following:

5.1     In the event of a liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares, Preferred Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to one-third of the Current Market Price on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), which shall be satisfied in full by the Corporation causing to be delivered to such holder one-third of a WSI Common Share, together with all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). No fractional shares shall be issued, and in lieu thereof, holders of Exchangeable Shares shall be entitled to receive a cash payment equal to the product obtained by multiplying the fraction of WSI Common Shares by $9.15, being the average closing price per share of WSI Common Shares as quoted on NASDAQ in the five trading days immediately preceding the date upon which the reverse stock split of the WSI Common Shares becomes effective (as adjusted for the reverse stock split).

3.     Section 6.1 of Article 6 — Retraction of Exchangeable Shares by Holder, is deleted and replaced with the following:

6.1     A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by Capital Holdings of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Corporation to redeem any and all of the Exchangeable Shares to registered in the name of such holder for an amount per share equal to one—third of the Current Market Value of a WSI Common Share on the last Business Day prior to the Retraction Date (the “Retraction Price”), which shall be satisfied in full by the Corporation causing to be delivered to such holder, one-third of a WSI Common Share for each Exchangeable Share presented and surrendered by the holder, together with, on the payment date therefor, the full amount of all declared and unpaid dividends on any such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Retraction Date (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). No fractional shares shall be issued,

1C

and in lieu thereof, holders of Exchangeable Shares shall be entitled to receive a cash payment equal to the product obtained by multiplying the fraction of WSI Common Shares by $9.15, being the average closing price per share of WSI Common Shares as quoted on NASDAQ in the five trading days immediately preceding the date upon which the reverse stock split of the WSI Common Shares becomes effective (as adjusted for the reverse stock split). To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Corporation:

(a)     specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation;

(b)     stating the Business Day on which the holder desires to have the Corporation redeemed the Retracted Shares (the “Retraction Date”), provided that (i) the Retraction Date shall be not less than 10 Business Days nor more that 15 Business Days after the date on which the Retraction Request is received by the Corporation and (ii) in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 15^th Business Day after the date on which the Retraction Request is received by the Corporation and provided further that if the Retraction Date resulting from the foregoing is not a Tuesday or Friday then the Retraction Date shall be the nearest following Tuesday or Friday (or, if such Tuesday or Friday is not a Business Day the Business Day preceding such Tuesday or Friday); and

(c)     acknowledging the overriding right (the “Retraction Call Right”) of Capital Holdings to purchase all but not less than all of the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to Capital Holdings in accordance with the Retraction Call Right on the terms and conditions set out in Section 6.3 below.

1D

4.     Section 6.2 of Article 6 — Retraction of Exchangeable Shares by Holder is amended by inserting the words “ and payment for any fractional shares” in the first sentence following the words “and shall cause to be delivered to such holder the total Retraction Price with respect to such shares”.

5.     Section 6.3 of Article 6 — Retraction of Exchangeable Shares by Holder, is deleted and replaced with the following:

Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify Capital Holdings thereof and shall provide to Capital Holdings a copy of the Retraction Request. In order to exercise the Retraction Call Right, Capital Holdings must notify the Corporation of its determination to do so (the “Capital Holdings Call Notice”) within five Business Days of notification to Capital Holdings by the Corporation of the receipt by the Corporation of the Retraction Request. If Capital Holdings does not so notify the Corporation within such five Business Day period, the Corporation will notify the holder as soon as possible thereafter that Capital Holdings will not exercise the Retraction Call Right. If Capital Holdings delivers the Capital Holdings Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Retraction Request shall thereupon be considered only to be an offer by the holder to sell the Retracted Shares to Capital Holdings in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and Capital Holdings shall purchase from such holder and such holder shall sell to Capital Holdings on the Retraction Date the Retracted Shares for a purchase price (the “Purchase Price”) per share equal to one-third of the Retraction Price per share, which shall be satisfied in full by Capital Holdings causing to be delivered to such holder one-third of a WSI Common Share for each purchased Exchangeable Share, plus, on the designated payment date therefore, to the extent not paid by the Corporation on the designated payment date therefore, an additional amount equivalent to the full amount of all declared and unpaid dividends on those Retracted Shares held by such holder on any dividend record date which occurred prior to the Retraction Date (the “Dividend Amount”). No fractional shares shall be issued, and in lieu thereof, holders of Exchangeable Shares shall be entitled to receive a cash payment equal to the product obtained by multiplying the fraction of WSI Common Shares by $9.15, being the average closing price per share of WSI Common Shares as quoted on NASDAQ in the five trading days immediately preceding the date upon which the reverse stock split of the WSI Common Shares becomes effective (as adjusted for the reverse stock split). For the purposes of completing a purchase pursuant to the Retraction Call Right, Capital Holdings shall deposit with the Transfer Agent, on or before the Retraction Date, certificates representing WSI Common Shares and a cheque or cheques of Capital

1E

Holdings payable at par at any branch of the bankers of Capital Holdings representing the aggregate Dividend Amount and payment for any fractional shares, less any amounts withheld on account of tax required to be deducted and withheld therefrom pursuant to Section 13.3. Provided that Capital Holdings has complied with the immediately preceding sentence, the closing of the purchase and sale of the Retraced Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that Capital Holdings does not deliver a Capital Holdings Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

6.     Section 6.4 of Article 6 — Retraction of Exchangeable Shares by Holder is amended by inserting the words “and payment for any fractional shares” in the first sentence following the words “representing the aggregate Dividend Amount”.

7.     Section 7.1 of Article 7 — Redemption of Exchangeable Shares by the Corporation is deleted and replaced with the following:

7.1     Subject to applicable law, and provided Capital Holdings has not exercised the Redemption Call Right, the Corporation shall on the Redemption Date redeem all but not less than all of the then outstanding Exchangeable Shares for an amount per share equal to one-third of the Current Market Price of a WSI Common Share on the last Business Day prior to the Redemption Date (the “Redemption Price”), which shall be satisfied in full by the Corporation causing to be delivered to each holder of Exchangeable Shares one-third of a WSI Common Share for each Exchangeable Share held by such holder, together with the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Redemption Date (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). No fractional shares shall be issued, and in lieu thereof, holders of the Exchangeable Shares shall be entitled to receive a cash payment equal to the product obtained by multiplying the fraction of WSI Common Shares by $9.15, being the average closing price per share of WSI Common Shares as quoted on NASDAQ in the five trading days immediately preceding the date upon which the reverse stock split of the WSI Common Shares becomes effective (as adjusted for the reverse stock split).

8.     Section 7.3 is amended by adding the words “and payment for any fractional shares” following each reference to payment of the total Redemption Price and any dividends.

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

WASTE SERVICES, INC. ANNOUNCES
CLOSING OF TAMPA, FLORIDA ACQUISITION AND
DATE FOR SECOND QUARTER CONFERENCE CALL

BURLINGTON, Ontario, July 5, 2006 / PRNewswire-FirstCall/ — Waste Services, Inc. (Nasdaq: WSIID) today announced that it had closed the previously announced acquisition of Sun Country Materials, LLC to expand its operations in the Tampa, Florida market. Sun Country Materials owns a construction and demolition landfill located in Hillsborough County, Florida that has recently received an expansion permit. The company also announced that it will release its 2006 second quarter results after the close of markets on Tuesday, July 25, 2006 and hold a conference call on Wednesday, July 26, 2006 at 8:30 a.m. (EDT). A copy of the second quarter press release will be available on our website after its release. Our Chief Executive Officer, David Sutherland-Yoest, accompanied by other senior management, will discuss the company’s second quarter results. If you wish to participate in this call, please phone 866-362-4832 (US and Canada) or 617-597-5364 (International) and enter passcode number 19434271. To hear a web case of the call over the Internet, access the Home page of the Waste Services website at www.wasteservicesinc.com. A post-view of the call will be available until August 9, 2006 by phoning 888-286-8010 (US and Canada) or 617-801-6888 (International) and entering passcode number 78276756. The web case will also be available on the company’s website.

Waste Services, Inc., a Delaware corporation, is a multi-regional integrated solid waste services company that provides collection, transfer, disposal and recycling services in the United States and Canada. The company’s web site is http://www.wasteservicesinc.com. Information on the company’s web site does not form part of this press release.

For information contact:


Mark A. Pytosh, Executive Vice President and Chief Financial Officer
Waste Services, Inc.
561-237-3420