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