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) December 15, 2006

Waste Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 000-25955
(Commission
File Number) 01-0780204
(IRS Employer
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 December 15, 2006 Waste Services, Inc. issued 9,894,738 shares of its common stock at a price of $9.50 in a private placement, and exchanged or redeemed all of the 17.75% Series A Preferred Stock.

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 thereunder on the basis that it did not involve a public offering.

A copy of the press release announcing this placement is attached as Exhibit 99.1 to this Form 8-K.

Section 5 Corporate Governance and Management

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2006, Charlie McCarthy was appointed a director of Waste Services, Inc. for a term expiring in 2009.

Mr. McCarthy is a co-founder of Prides Capital, LLC, a Boston based investment management firm. As part of the private placement, an affiliate of Prides Capital, LLC received 1,736,843 shares of our common stock at $9.50 per share, for a purchase price of approximately $16.5 million. The subscription agreement relating to this issuance provided that we would elect the person designated by the affiliate of Prides Capital, LLC to our Board of Directors. Prides Capital, LLC and its affiliates currently own approximately 12.7% of our outstanding stock.

There are no related party transactions between the Company and Mr. McCarthy, and Mr. McCarthy has not been named to any board committees.

A copy of the press release announcing this appointment is attached as Exhibit 99.1 to this Form 8-K.

Section 9 Financial Statements and Exhibits

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

     99.1 December 18, 2006 Press Release.

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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: December 19, 2006

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EX-99.1

Exhibit 99.1

PRESS RELEASE

WASTE SERVICES ANNOUNCES
Completion of Kelso Preferred Refinancing

BURLINGTON, Ontario, December 18, 2006 / PRNewswire-FirstCall/ — Waste Services, Inc. (Nasdaq: WSII) today announced that it has completed the issuance of approximately 9.9 million shares of common stock at a price of $9.50 per share to Westbury (Bermuda) Limited and affiliates of Kelso & Company and Prides Capital, LLC and has exchanged and redeemed all of the 17.75% Series A Preferred Stock, all of which was owned by affiliates of Kelso & Company.

The company also announced that Charlie McCarthy has today been appointed a director of the company for a term extending until 2009. Mr. McCarthy is a co-founder of Prides Capital, LLC, a Boston based investment management firm. Prides Capital, LLC and its affiliates currently own approximately 12.7% of the company’s outstanding shares.

David Sutherland-Yoest, Waste Services Chairman and Chief Executive Officer, stated “Proceeds from the Kelso preferred enabled us to acquire the JED landfill, the cornerstone of our growing asset base in Florida. I am extremely excited to end 2006 with that preferred stock no longer on our balance sheet and by the support of our investors who made it possible. With the continued growth in our business, we believe that our 2007 financial results will be very well received in the markets.”

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:

Ivan R. Cairns
Executive Vice President and General Counsel
Waste Services, Inc.
905-319-1237