POS AM 1 0001.txt FORM S-3 PEA NO. 1 As filed with the Securities and Exchange Commission on March 30, 2001 Registration No. 333-84619 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- WASTE SYSTEMS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-4203626 (State of Incorporation) (I.R.S. Employer Identification No.) 420 Bedford Street, Suite 300 Lexington, Massachusetts 02420 (781) 862-3000 (Address of Principal Executive Offices) ---------------------- JOHN BOYER President and Chief Executive Officer Waste Systems International, Inc. 420 Bedford Street, Suite 300 Lexington, Massachusetts 02420 (518) 862-3000 (Name, Address and Telephone Number, Including Area Code, of Agent For Service) ---------------------- Copy to: ROBERT P. WHALEN, P.C. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 (617) 570-1000 -------------------------------------------------------------------------------- On August 6, 1999, the Registrant registered 1,500,000 warrants to purchase an aggregate of 1,500,00 shares of its common stock and 1,500,000 shares of its common stock, par value $.01 per share, for resale by stockholders of Waste Systems International, Inc. (the "Selling Stockholders") pursuant to a Registration Statement on Form S-3 (File No. 333-84619) (the "Registration Statement"). The number of shares which remain available for sale under the Registration Statement is 1,117,500. As the Registrant's obligations to the Selling Stockholders have been fulfilled and the Registrant will shortly hereafter terminate its registration under Section 12(g) of the Securities and Exchange Act of 1934, the Registrant files this Post-Effective Amendment No. 1 to the Registration Statement to terminate the Registration Statement. 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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, the Commonwealth of Massachusetts, on this 30th day of March, 2001. WASTE SYSTEMS INTERNATIONAL, INC. By: /s/ John Boyer --------------------------------------- John Boyer President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ John Boyer President and Chief March 30, 2001 ------------------------- Executive Officer John Boyer (Principal Executive Officer) /s/ Jay J. Matulich Director March 30, 2001 ------------------------- Jay J. Matulich /s/ David J. Breazzano Director March 30, 2001 ------------------------- David J. Breazzano /s/ Charles Johnston Director March 30, 2001 ------------------------- Charles Johnston /s/ Judy K. Mencher Director March 30, 2001 ------------------------- Judy K. Mencher /s/ William B. Philipbar Director March 30, 2001 ------------------------- William B. Philipbar