-----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, Cn8zzlA7GRrvWZhv/5nYX3hKdGkVdtgBrcystajZm+PiXLB+OdHozUr02dDz4TL8 hVzLi3eEi9+63tjrtZ4rRg== 0000912057-00-007502.txt : 20000218 0000912057-00-007502.hdr.sgml : 20000218 ACCESSION NUMBER: 0000912057-00-007502 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTI INC CENTRAL INDEX KEY: 0000931581 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 222665282 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-64953 FILM NUMBER: 548499 BUSINESS ADDRESS: STREET 1: 7000 BLVD E CITY: GUTTENBERG STATE: NJ ZIP: 07093 BUSINESS PHONE: 2018547777 MAIL ADDRESS: STREET 1: 7000 BOULEVARD EAST CITY: GUTTENBERG STATE: NJ ZIP: 07093 POS AM 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2000 REGISTRATION NO. 333-64953 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- KTI, INC. (Exact name of registrant as specified in its charter) NEW JERSEY ------------------------------------------ (State or other Jurisdiction of Incorporation or Organization) 22-2665282 --------------------------------------- (I.R.S. Employer Identification Number) 25 Greens Hill Lane, Rutland, Vermont 05701 (802) 775-0325 ------------------------------------------------------------ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) John W. Casella President and Chief Executive Officer KTI, Inc. 25 Greens Hill Lane Rutland, Vermont 05701 (802) 775-0325 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: Jeffrey A. Stein, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 --------------------------------------------------------- Approximate date of commencement of proposed sale to the public: N/A If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] DEREGISTRATION OF COMMON STOCK On September 30, 1998, KTI, Inc. (the "Company") filed a Registration Statement on Form S-3, Registration No. 333-64953 (the "Registration Statement"), as amended as of October 22, 1998, for the resale of 2,930,291 shares of Common Stock, no par value (the "Common Stock") of the Company. On December 8, 1999, the shareholders of the Company approved and adopted an Agreement and Plan of Merger, dated as of January 12, 1999 (the "Agreement"), among the Company, Casella Waste Systems, Inc. ("Casella"), and Rutland Acquisition Sub, Inc., a wholly-owned subsidiary of Casella, and on December 14, 1999, Rutland Acquisition Sub, Inc. merged with and into the Company and the Company became a wholly-owned subsidiary of Casella. Pursuant to the Agreement, shareholders of the Company received 0.51 of a share of Casella Class A Common Stock for each share of Common Stock that they owned. This Post-Effective Amendment No. 2 to the Registration Statement is being filed to deregister all of the unsold shares of Common Stock formerly registered for resale under the Registration Statement, constituting 1,458,923 shares. 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 the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, Vermont, as of this 17th day of February, 2000. KTI, INC. (Registrant) By: /s/ John W. Casella ---------------------------------- John W. Casella President, Director and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities indicated on this 17th day of February, 2000.
Name Title Date ---- ----- ---- /s/ John W. Casella President, Director and February 17, 2000 - ------------------------------- Chief Executive Officer John W. Casella (Principal Executive Officer) /s/ James W. Bohlig Director February 17, 2000 - ------------------------------- James W. Bohlig /s/ Douglas R. Casella Director February 17, 2000 - ------------------------------- Douglas R. Casella /s/ Martin J. Sergi Director February 17, 2000 - ------------------------------- Martin J. Sergi
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