-----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, C9gviSRfrHrYNin9HtuO0Knq+RbQiYIuu281xY6lV3Q4s7/3FdAu50zgMk6Xh1i4 Z4Km7+OEahiyMh5VJTJ+og== 0001029869-98-001349.txt : 19981203 0001029869-98-001349.hdr.sgml : 19981203 ACCESSION NUMBER: 0001029869-98-001349 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981202 EFFECTIVENESS DATE: 19981202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASELLA WASTE SYSTEMS INC CENTRAL INDEX KEY: 0000911177 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 030338873 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-43543 FILM NUMBER: 98762895 BUSINESS ADDRESS: STREET 1: 25 GREENS HILL LANE P O BOX 866 CITY: RUTLAND STATE: VT ZIP: 05701 BUSINESS PHONE: 8027750325 MAIL ADDRESS: STREET 1: 25 GREENE HILL ROAD CITY: RUTLAND STATE: VT ZIP: 05702 S-8 POS 1 CASELLA WASTE SYSTEMS, INC. FORM S-8 POS As filed with the Securities and Exchange Commission on December 2, 1998 Registration No. 333-43543 - -------------------------------------------------------------------------------- S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N Washington, D.C. 20549 Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Casella Waste Systems, Inc. --------------------------- (Exact name of registrant as specified in its charter) Delaware 03-0338873 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 25 Greens Hill Lane, Rutland, Vermont 05701 ------------------------------------------- (Address of principal executive offices) (Zip Code) 1997 Non-Employee Director Stock Option Plan -------------------------------------------- (Full title of the plan) John W. Casella President, Chief Executive Officer and Chairman Casella Waste Systems, Inc. 25 Greens Hill Lane Rutland, Vermont 05701 ---------------------- (Name and address of agent for service) (802) 775-0325 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------
Title of Proposed Proposed Securities Amount to Maximum Maximum Amount of to be be Offering Price Aggregate Registration Registered Registered Per Share Offering Price Fee - ---------- ---------- -------------- -------------- ------------- Class A Common Stock, 50,000 $23.375 (1) $1,168,750 (1) $344.78(2) $0.01 par value shares
- -------------------------- (1) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices as reported by Nasdaq on December 23, 1997, in accordance with Securities Act Rule 457(c) and (h) of the Securities Act of 1933, as amended (the "Securities Act"). (2) Previously Paid. EXPLANATORY NOTE This Amendment No. 1 to the Registration Statement is being filed to include an additional paragraph under Item 6 and to amend and restate the Exhibit Index and file an Exhibit hereto. Item 6. Indemnification of Directors and Officers. ------------------------------------------ Section 145 of the General Corporation Law of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. -2- SIGNATURES ---------- Pursuant to the requirements of the Securities Act, the Registrant 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 Rutland, Vermont on the 2nd day of December, 1998. Casella Waste Systems, Inc. By: /s/ John W. Casella ------------------------------ John W. Casella President, Chief Executive Officer, Chairman of the Board of Directors and Secretary -3- WITNESS our hands and common seal on the date set forth below. Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated as of December 2, 1998. Signature Title /s/ John W. Casella President, Chief Executive Officer, - ------------------------- Chairman of the Board of Directors John W. Casella and Secretary (Principal Executive Officer) /s/ Douglas R. Casella* Vice Chairman of the Board of Directors - ------------------------ Douglas R. Casella /s/ James W. Bohlig* Senior Vice President, Chief Operating - ------------------------ Officer and Director James W. Bohlig /s/ Jerry S. Cifor* Vice President, Chief Financial Officer - ------------------------ and Treasurer (Principal Financial and Jerry S. Cifor Accounting Officer) /s/ John F. Chapple III* Director - ------------------------ John F. Chapple III /s/ Michael F. Cronin* Director - ------------------------ Michael F. Cronin /s/ Gregory B. Peters* Director - ------------------------ Gregory B. Peters *By: /s/ John W. Casella ------------------------------ John W. Casella Attorney-in-Fact -4- Exhibit Index
Exhibit Number - ---------- 4.1(1) Second Amended and Restated Certificate of Incorporation of the Registrant 4.2(1) Second Amended and Restated By-laws of the Registrant 4.3(1) Specimen Stock Certificate of Common Stock of the Registrant 5.1(2) Opinion of Hale and Dorr LLP, counsel to the Registrant 23.1(2) Consent of Hale and Dorr LLP (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, independent accountants 24.1(2) Power of Attorney (included in the signature pages of this Registration Statement)
- -------------------------- (1) Previously filed with the Commission as an Exhibit to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-33135), and incorporated herein by reference. (2) Previously filed. EX-23.2 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated October 8, 1997 included in Casella Waste Systems, Inc.'s Form S-1 (File No. 333-33135) and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ---------------------------- Arthur Andersen LLP Boston, Massachusetts December 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----