-----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, AlXnBbbH5uiF4VaE3R5E6/nkjt1SFV42vc1uPiq5Qlj6SeSVZ4h1G24tOwQmPJtW wm4d9PLyzDzcI58cxdPHEw== 0000847468-99-000017.txt : 19990809 0000847468-99-000017.hdr.sgml : 19990809 ACCESSION NUMBER: 0000847468-99-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990806 EFFECTIVENESS DATE: 19990806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASTE SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000847468 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 954203626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-84645 FILM NUMBER: 99679432 BUSINESS ADDRESS: STREET 1: 420 BEDFORD STREET STREET 2: SUITE 300 CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 7818623000 MAIL ADDRESS: STREET 1: 420 BEDFORD STREET STREET 2: SUITE 300 CITY: LEXINGTON STATE: MA ZIP: 02173 FORMER COMPANY: FORMER CONFORMED NAME: BIOSAFE INTERNATIONAL INC DATE OF NAME CHANGE: 19950504 FORMER COMPANY: FORMER CONFORMED NAME: ZOE CAPITAL CORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 5, 1999 Registration Statement No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- WASTE SYSTEMS INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 95-420366 (State of incorporation) (I.R.S. Employer Identification Number) 420 Bedford Street, Suite 300 Lexington, Massachusetts 02420 (781) 862-3000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) WASTE SYSTEMS INTERNATIONAL, INC. AMENDED AND RESTATED 1995 STOCK OPTION AND INCENTIVE PLAN (Full Title of the Plan) PHILIP W. STRAUSS Chairman, Chief Executive Officer and President WASTE SYSTEMS INTERNATIONAL, INC. 420 Bedford Street, Suite 300 Lexington, Massachusetts 02420 (781) 862-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------------- With copies to: Thomas P. Storer, P.C. GOODWIN, PROCTER & HOAR LLP Exchange Place Boston, Massachusetts 02109 (617) 570-1000 ---------------------------- CALCULATION OF REGISTRATION FEE - ----------------------------- ----------------------- ------------------------- ------------------------- ------------------ Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee - ----------------------------- ----------------------- ------------------------- ------------------------- ------------------ - ----------------------------- ----------------------- ------------------------- ------------------------- ================== Common Stock, par value 225,768 shares $4.25 (2) $ 959,514 $ 266.75 $.01 per share 788,218 shares $6.44 (3) $5,076,123 $1,411.16 - ----------------------------- ----------------------- ------------------------- ------------------------- ================== - ----------------------------- ----------------------- ------------------------- ------------------------- ================== Total 1,013,986 shares -- $6,035,637 $1,677.91 - ----------------------------- ----------------------- ------------------------- ------------------------- ==================
(1) Plus such additional number of shares as may be required pursuant to the Waste Systems International, Inc. Amended and Restated 1995 Stock Option and Incentive Plan (the "Employee Plan") in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"), solely for purposes of determining the registration fee and is based upon the price at which outstanding options may be exercised. (3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act, solely for purposes of determining the registration fee based on the average of the high and low prices of the Issuer's Common Stock on the Nasdaq SmallCap market on August 2, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of the following document filed by Waste Systems International, Inc., a Delaware corporation ("the Company"), with the Securities and Exchange Commission are incorporated herein by reference: the Company's Registration Statements on Form S-8 filed on April 24, 1998 (File No. 333-50955) and January 21, 1999 (File No. 333-70889) relating to the Waste Systems International, Inc. Amended and Restated 1995 Stock Option and Incentive Plan (the "Employee Plan") and the Waste Systems International, Inc. Amended and Restated 1995 Stock Option Plan for Non-Employee Directors. This Registration Statement is being filed to register an additional 1,013,986 shares of common stock subject to issuance under the Employee Plan. Item 8. Exhibits. The following is a complete list of exhibits filed or incorporated by reference as part of this registration statement. Exhibit No. Description 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion filed as Exhibit 5.1 hereto). 23.2 Consent of KPMG LLP, Independent Public Accountants. 24.1 Power of Attorney (included on the signature page of this registration statement). SIGNATURES Pursuant to the requirements of Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Lexington, Commonwealth of Massachusetts, on this 4th day of August, 1999. WASTE SYSTEMS INTERNATIONAL, INC. By: /s/ Robert Rivkin Robert Rivkin Executive Vice President_Acquisitions, Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Waste Systems International, Inc. hereby constitute Robert Rivkin, our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, and generally to do all such things in our names and in our capacities as officers and directors to enable Waste Systems International, Inc. to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY DATE /s/ Philip Strauss Chairman of the Board August 4, 1999 - ---------------------------------- Philip Strauss and Chief Executive Officer and President (Principal Executive Officer) /s/ Robert Rivkin Executive Vice President August 4, 1999 - ---------------------------------- Robert Rivkin Acquisitions, Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial and Accounting Officer) /s/ Jay J. Matulich Director August 4, 1999 - ---------------------------------- Jay J. Matulich /s/ David J. Breazzano Director August 4, 1999 - ---------------------------------- David J. Breazzano /s/ Charles Johnston Director August 4, 1999 - ---------------------------------- Charles Johnston /s/ Judy K. Mencher Director August 4, 1999 - ---------------------------------- Judy K. Mencher /s/ William B. Philipbar Director August 4, 1999 - ---------------------------------- William B. Philipbar EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in their opinion filed as Exhibit 5.1 hereto). 23.2 Consent of KPMG LLP, Independent Public Accountants. 24.1 Power of Attorney (included on the signature page of this registration statement). Exhibit 5.1 August 4, 1999 Waste Systems International, Inc. 420 Bedford Street, Suite 300 Lexington, MA 02420 Re: Legality of Securities to be Registered under Registration Statement on Form S-8 Pursuant to Waste Systems, Inc.'s 1995 Stock Option and Incentive Plan, as amended. Ladies and Gentlemen: This opinion is delivered in our capacity as counsel to Waste Systems International, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of a registration statement on Form S-8 (the "Registration Statement") relating to 1,013,986 shares of the Company's common stock, par value $.01 per share (the "Registered Shares"), which may be issued pursuant to the Company's 1995 Stock Option and Incentive Plan, as amended (the "Plan"). As counsel for the Company, we have examined copies of the Plan, the Registration Statement, and the Company's Second Amended and Restated Certificate of Incorporation, as amended, and By-laws, each as presently in effect, such records of the corporate proceedings of the Company as we have deemed to be material and such other certificates, receipts, records, and other documents as we have deemed necessary or appropriate for the purposes of this opinion. We are attorneys admitted to practice in the Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdictions other than the laws of the United States of America and the Commonwealth of Massachusetts, and also express no opinion with respect to the blue sky or securities laws of any state, including Massachusetts. Waste Systems International, Inc. August 4, 1999 Page 2 Based on the foregoing, we are of the opinion that, when the Registered Shares are sold and paid for pursuant to the terms of the Plans, the Registered Shares will be duly authorized, validly issued, fully paid and non-assessable by the Company under the Delaware General Corporation Law. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Securities Act and applicable requirements of state laws regulating the offer and sale of securities. We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Goodwin, Procter & Hoar LLP GOODWIN, PROCTER & HOAR LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement pertaining to the Waste Systems International, Inc. 1995 Amended and Restated Stock Option and Incentive Plan, as amended, on Form S-8 of our report dated March 26, 1998, on our audits of the financial statements of Waste Systems International, Inc. (formerly BioSafe International, Inc.) as of December 31, 1997, which report is included in the 1997 Annual Report on Form 10-K. Our report dated March 26, 1998 includes an explanatory paragraph that states that the Company must raise substantial additional capital and must achieve a level of revenues adequate to support its cost structure, which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements incorporated by reference herein do not include any adjustments that might result from the outcome of that uncertainty. /s/ KPMG LLP KPMG LLP Boston, Massachusetts August 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----