-----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, BmULNaPO4AhU8ua00ahhd+cNg19XP8BShiumZWDvwxp9JvejimX43Vuh6UZOpF6r Blreh+2Sg9P4ncXOr+owvA== 0000903423-04-000320.txt : 20040305 0000903423-04-000320.hdr.sgml : 20040305 20040305162159 ACCESSION NUMBER: 0000903423-04-000320 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA ENERGY CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-36667 FILM NUMBER: 04652391 BUSINESS ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN CORP DATE OF NAME CHANGE: 19920703 POS AM 1 covs8a1-36667_0305.txt As filed with the Securities and Exchange Commission on March 5, 2004 Registration No. 33-36667 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- COVANTA ENERGY CORPORATION -------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 13-5549268 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 40 Lane Road, Fairfield, N.J. 07004 ----------------------------------- (Address of Principal Executive Offices) (Zip Code) OEES 401(K) PLAN (FORMERLY KNOWN AS OGDEN ENVIRONMENTAL SERVICES PROFIT SHARING PLAN) -------------------------------------------------------------------- (Full Title of the Plan) Timothy J. Simpson Vice President, Associate General Counsel and Associate Secretary 40 Lane Road, Fairfield, N.J. 07004 ----------------------------------- (Name and Address of Agent For Service) (973) 882-9000 -------------- (Telephone Number, Including Area Code, of Agent For Service) Copy to: Joseph A. Tato, Esq. LeBOEUF, LAMB, GREENE & MacRAE, L.L.P. 125 West 55th Street New York, NY 10019 (212) 424-8000 ================================================================================ DE-REGISTRATION OF SECURITIES On August 31, 1990 the Registrant registered 30,000 shares of its common stock, $0.50 par value per share ("Common Stock"), reserved for issuance under the Registrant's OEES 401(K) Plan (the "Plan", formerly known as Ogden Environmental Services Profit Sharing Plan): such shares were registered on a Registration Statement on Form S-8, Registration No. 33-36667, filed with the Securities and Exchange Commission (the "Registration Statement"). Subsequently the Plan was terminated. Through the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Registrant hereby deregisters any and all remaining unissued shares of Common Stock and any plan interests or participations that were previously registered pursuant to the Registration Statement, with such de-registration to be effective immediately upon the filing of this Post Effective Amendment No. 1 to the Registration Statement. Item 8. Exhibits Exhibit No. 24.1 Power of Attorney of George L. Farr; Anthony J. Bolland; Norman G. Einspruch; Jeffrey F. Friedman; Scott Mackin; Craig G. Matthews; Homer A. Neal; Robert E. Smith; Joseph A. Tato; Helmut Volcker; Robert R. Womack SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairfield, State of New Jersey, on March 5, 2004. COVANTA ENERGY CORPORATION By: /s/ Anthony J. Orlando ---------------------------------- Anthony J. Orlando President, Chief Executive Officer and Principal Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated: Signature Title Date - --------- ----- ---- /s/ Anthony J. Orlando President, Chief Executive Officer March 5, 2004 - ------------------------ and Principal Financial Officer Anthony J. Orlando /s/ James Reddington Controller March 5, 2004 - ------------------------ James Reddington /s/ George L. Farr* Chairman of the Board of Directors March 5, 2004 - ------------------------ George L. Farr /s/ Anthony J. Bolland* Director March 5, 2004 - ------------------------ Anthony J. Bolland /s/ Norman G. Einspruch* Director March 5, 2004 - ------------------------ Norman G. Einspruch /s/ Jeffrey F. Friedman* Director March 5, 2004 - ------------------------ Jeffrey F. Friedman Director March 5, 2004 - ------------------------ Veronica M. Hagen /s/ Scott Mackin* Director March 5, 2004 - ------------------------ Scott Mackin /s/ Craig G. Matthews* Director March 5, 2004 - ------------------------ Craig G. Matthews /s/ Homer A. Neal* Director March 5, 2004 - ------------------------ Homer A. Neal /s/ Robert E. Smith* Director March 5, 2004 - ------------------------ Robert E. Smith /s/ Joseph A. Tato* Director March 5, 2004 - ------------------------ Joseph A. Tato /s/ Helmut F.O. Volcker* Director March 5, 2004 - ------------------------ Helmut F.O. Volcker /s/ Robert R. Womack* Director March 5, 2004 - ------------------------ Robert R. Womack
* Pursuant to a Power of Attorney filed as an exhibit hereto. Pursuant to the requirements of the Securities Act of 1933, the OEES 401(K) Plan has duly caused this Registration Statement to be signed on its behalf of the undersigned members of the Administrative Committee of the OEES 401(K) Plan thereunto duly authorized, in the City of Fairfield, State of New Jersey on the 5th day of March, 2004. ADMINISTRATIVE COMMITTEE By: ----------------------------------- ----------------------- Plan Administrator EX-24.1 3 covs8_ex24-1.txt Exhibit 24.1 POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ George L. Farr - ------------------ Signature George L. Farr - -------------- Print Name - ---------------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Anthony J. Bolland - ---------------------- Signature Anthony J. Bolland - ------------------ Print Name /s/ Signature illegible - ----------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Norman G. Einspruch - ----------------------- Signature Norman G. Einspruch - ------------------- Print Name - ---------------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Scott Mackin - ---------------- Signature Scott Mackin - ------------ Print Name /s/ Signature illegible - ----------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Jeffrey F. Friedman - ----------------------- Signature Jeffrey F. Friedman - ------------------- Print Name - ---------------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Craig G. Matthews - --------------------- Signature Craig G. Matthews - ----------------- Print Name /s/ Joyce M. Fajnor - ------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Homer A. Neal - ----------------- Signature Homer A. Neal - ------------- Print Name - ---------------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Robert E. Smith - ------------------- Signature Robert E. Smith - --------------- Print Name - ---------------------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Joseph A. Tato - ------------------ Signature Joseph A. Tato - -------------- Print Name /s/ Jon Moster - -------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Robert R. Womack - -------------------- Signature Robert R. Womack - ---------------- Print Name /s/ Judith Womack - ----------------- WITNESS POWER OF ATTORNEY Covanta Energy Corporation ("Registrant") and each person whose signature appears below constitutes and appoints Timothy Simpson and Jeffrey Horowitz and each of them singly, his, her or its true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to the following Registration Statements on Form S-8: Registration No. 33-36657; Registration No. 33-36658; Registration No. 33-36667; Registration No. 33-20952 and Registration No. 33-17558, together with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 5 day of March, 2004. /s/ Helmut Volcker - ------------------ Signature Helmut Volcker - -------------- Print Name /s/ Gisela Georg - ---------------- WITNESS -----END PRIVACY-ENHANCED MESSAGE-----