<PAGE> 1
As filed with the Securities and Exchange Commission dated June 28, 1996
Registration No. 333-06413
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GEOWASTE INCORPORATED
---------------------
(Exact name of Registrant as specified in its Charter)
Delaware 36-2751684
- ------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Cathedral Place, Suite 208
St. Augustine, Florida 32084
(904) 824-0201
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(Address and telephone number of principal executive offices)
Amy C. MacF. Burbott
Chief Executive Officer
GeoWaste Incorporated
24 Cathedral Place, Suite 208
St. Augustine, Florida 32084
(904) 824-0201
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(Name, address, telephone number of agent for service)
COPIES TO:
G. Alan Howard, Esq.
Mahoney Adams & Criser, P.A.
50 North Laura Street, 34th Floor
Jacksonville, Florida 32202
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(Approximate date of commencement of proposed sale to the public)
<PAGE> 2
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 check the following box: X
----
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box:
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Amount to Proposed Proposed Amount of
Securities To be Be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee(1)
Price Offering
Per Unit Price
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<S> <C> <C> <C> <C>
Common Stock 233,946(2) $4.50 $1,052,757 $363.02
$0.10 par value per
share
======================================================================================================================
</TABLE>
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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(1) Pursuant to Rule 457(c), under the Securities Act of 1933, as
amended (the "Securities Act"), the maximum aggregate offering price is based on
the average of the high and low prices of the securities of the same class
reported in the consolidated reporting system as of June 12, 1996.
(2) Represents 116,973 shares of Common Stock issued to G. Frank and
Carol A. McKeown, as joint tenants with a right of survivorship, and 116,973
shares of Common Stock issued to Edgar W. McCurry, Jr., by the Corporation in
connection with the Merger. Defined terms used herein without definitions have
the meanings ascribed to them in the accompanying prospectus.
ii
<PAGE> 3
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Form S-3 Item Number and Caption Location in Prospectus
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<S> <C> <C>
INFORMATION REQUIRED IN
PROSPECTUS
1. Forepart of Registration . . . . . . . . . . . . . . . . . . Front Cover Page
2. Inside Front and
Outside Back Cover Inside Front and
Pages of Prospectus . . . . . . . . . . . . . . . . . . . . Outside Back Cover
Page
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information . . . . . . . . . . . . . . . . . . . . . . . . . Regulatory Matters
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . Plan of Distribution
5. Determination of Offering Price . . . . . . . . . . . . . . . Unaudited Pro Forma
Financial Information
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . *
7. Selling Security Holders . . . . . . . . . . . . . . . . . . Covered Stockholders
8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . Plan of Distribution
9. Description of Securities to be
Registered . . . . . . . . . . . . . . . . . . . . . . . . . Description of
Capital Stock
10. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . *
11. Material Changes . . . . . . . . . . . . . . . . . . . . . . *
12. Incorporation of Certain Incorporation of
Information by Reference. . . . . . . . . . . . . . . . . . . Certain Information
by Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . . . . . . . . . *
</TABLE>
iii
<PAGE> 4
PROSPECTUS
GEOWASTE INCORPORATED
233,946 SHARES OF COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus may be used by certain persons (the "Covered
Stockholders") to sell shares of common stock, $.10 par value, (the "Common
Stock"), of GeoWaste Incorporated, a Delaware corporation (the "Corporation")
obtained by such persons in connection with the Agreement and Plan of Merger
dated March 21, 1996 by and between the Corporation, GeoWaste of Fl, Inc. and
North Florida Sweeping, Inc. ("NFSI"), G. Frank McKeown, Carol A. McKeown and
Edgar W. McCurry, Jr. (the "Merger Agreement") whereby NFSI merged with and
into the Corporation (the "Merger"). For the purposes of this Prospectus,
"Covered Stockholders" shall mean G. Frank and Carol A. McKeown, as joint
tenants with a right of survivorship, and Edgar W. McCurry, Jr. All proceeds
from any sales of such shares of Common Stock will inure to the benefit of the
Covered Stockholders. The Corporation will receive none of the proceeds from
the sale of shares which may be offered hereby but may receive funds upon the
exercise of the warrants pursuant to which the Covered Stockholders will
acquire certain of the shares covered by this Prospectus, which funds, if any,
will be used for working capital. All expenses of registration incurred in
connection herewith are being borne by the Corporation, but all selling and
other expenses incurred by individual Covered Stockholders will be borne by
such Covered Stockholders.
The Covered Stockholders have not advised the Corporation of any
specific plans for the distribution of the shares of Common Stock covered by
this Prospectus, but, if and when shares are sold, it is anticipated that the
shares will be sold from time to time primarily in transactions on the Nasdaq
National Market ("Nasdaq"). See "The Plan of Distribution."
------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities offered by this
Prospectus in any jurisdiction to or from any person to whom or from whom it is
unlawful to make such offer. Neither the delivery of this Prospectus nor any
distribution of securities made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Corporation since the date hereof or that information in this Prospectus or in
the documents incorporated herein by reference is correct as of any time
subsequent to the date hereof or the dates hereof.
The date of this Prospectus is June 13, 1996.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information 3
Incorporation of Certain Documents by Reference 3
The Corporation 4
Covered Stockholders 4
Plan of Distribution 5
Regulatory Matters 6
Description or Capital Stock 8
Legal Opinion 9
Experts 9
</TABLE>
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<PAGE> 6
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
Commission's public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the public reference facilities in the
Commission's regional offices located at: Northwestern CitiCorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. Certain of the Corporation's securities are traded on the
over-the-counter market, and reports, proxy statements and other information
concerning the Corporation may be inspected at the offices of Nasdaq, 1735 K
Street, N.W., Washington D.C. 20006.
The Corporation has filed with the Commission a Registration Statement
on Form S-3 (together with any amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the Common
Stock. This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Such additional information may be
obtained from the public reference room of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Statements contained in this Prospectus or in any
document incorporated by reference in this Prospectus as to the contents of any
contract or other document referred to herein or therein are not necessarily
complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or such
other document, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by the Corporation
are incorporated, as of their respective filing dates, by reference in this
Prospectus.
(a) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995;
(b) the Corporation's Quarterly Reports on Form 10-Q for the
three months ended March 31, 1996 and for the six months
ended June 30, 1996; and
(c) the Corporation's 8-K'S filed on April 3, 1996 and on
August 27, 1996.
All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated herein by reference and to be a part hereof from the
filing date of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is, or
is deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part hereof, except as so modified or superseded. In addition, a
copy of the Corporation's Form 10-K for the year ended December 31, 1995, and
Form 10-Q for the interim period ended March 31, 1996 and June 30, 1996 will
accompany this Prospectus.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE UNDER
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO:
GEOWASTE INCORPORATED
24 CATHEDRAL PLACE, SUITE 208
ST. AUGUSTINE, FLORIDA 32084
ATTENTION: KEVIN KOHN
TELEPHONE: (904) 824-0201
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<PAGE> 7
THE CORPORATION
The Corporation's principal executive office is located at 24
Cathedral Place, Suite 208, St. Augustine, Florida 32084 and its telephone
number is (904) 824-0201.
COVERED STOCKHOLDERS
The following table sets forth: (i) the names of the Covered
Stockholders and (ii) the positions, offices or other material relationships
which they have had with the Corporation since June 1993:
<TABLE>
<CAPTION>
============================================================================================================================
COVERED STOCKHOLDERS: CURRENT POSITIONS WITH THE FORMER POSITION WITH THE CORPORATION OR
CORPORATION ANY OF ITS PREDECESSORS OR AFFILIATES
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<S> <C> <C> <C>
G. Frank McKeown Employee(1) NFSI President, Assistant Secretary and
Director(2)
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Carol A. McKeown * *
- ----------------------------------------------------------------------------------------------------------------------------
Edgar J. McCurry, Jr. * NFSI Vice President, Secretary and
Director(3)
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</TABLE>
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(1) Mr. McKeown and the Corporation executed an employment agreement
in connection with the Merger whereby Mr. McKeown agreed to act in a management
capacity for the Corporation for a term commencing as of April 1, 1996 and
terminating on March 31, 1999.
(2) Prior to the Merger, Mr. McKeown acted as President, Assistant
Secretary and Director of NFSI.
(3) Prior to the Merger, Mr. McCurry acted as Vice President,
Secretary and Director of NFSI.
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<PAGE> 8
The following table sets forth: (i) the names of the Covered
Stockholders who may sell Common Stock pursuant to this Prospectus, (ii) the
number of shares of Common Stock owned (or subject to warrant) by each Covered
Stockholder as of June 13, 1996, (iii) the number of shares of Common Stock
which may be offered and are being registered for the account of each Covered
Stockholder by this Prospectus and (iv) the amount and (if one per cent or
more) the percentage of the class to be owned by each Covered Shareholder if
such Covered Shareholder were to sell all of the shares of Common Stock subject
to this Prospectus.
<TABLE>
<CAPTION>
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Name Number of shares owned Number of shares to be Number of Shares Percent of total
(or subject to registered Owned if all shares outstanding shares
warrant) prior to this registered hereunder owned if all shares
registration were sold registered hereunder
were sold (if 1% or more)
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<S> <C> <C> <C> <C>
G. Frank and Carol A. 154,473(4) 116,973(5) 0 *
McKeown, as joint
tenants with a right
of survivorship
- ---------------------------------------------------------------------------------------------------------------------------------
Edgar W. McCurry 154,473(6) 116,973(7) 0 *
=================================================================================================================================
</TABLE>
PLAN OF DISTRIBUTION
Any shares of Common Stock sold pursuant to this Prospectus will be
sold by the Covered Stockholders for their own account, and they will receive
all proceeds from any such sales. The Corporation will receive none of the
proceeds from the sale of shares which may be offered hereby but may receive
funds upon the exercise of the warrants pursuant to which the Covered
Stockholders will acquire the shares covered by this Prospectus, which funds,
if any, will be used for working capital. The Covered Stockholders have not
advised the Corporation of any specific plans for the distribution of the
shares of Common Stock covered by this Prospectus, but, if and when shares are
sold, it is anticipated that the shares will be sold from time to time
primarily in transactions on Nasdaq at the market price then prevailing,
although sales may also be made in negotiated transactions or otherwise (unless
sales are made pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act")). If shares of Common Stock are sold through
brokers, the Covered Stockholders may pay customary brokerage commissions and
charges. The Covered Stockholders may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Covered Stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The Covered Stockholders and any broker-dealers that
act in connection with the sale of the shares hereunder might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities and any
commissions received by them and any profit on the resale of shares as
principal might be deemed to be
- -----------------------------------
(4) Represents 116,973 shares of Common Stock issued to G. Frank and
Carol A. McKeown, as joint tenants with a right of survivorship, by the
Corporation in connection with the Merger Agreement and warrants to purchase up
to 37,500 shares of Common Stock in connection with the exercise of Warrant
No. 1 issued to G. Frank McKeown and Carol A. McKeown, as joint tenants with a
right of survivorship, pursuant to the Warrant Agreement dated as of March 21,
1996, among G. Frank McKeown, Carol A. McKeown, Edgar W. McCurry, Jr., and the
Corporation (the "Warrant Agreement"). Warrants to purchase all of the shares
of Common Stock represented by Warrant No. 1 are currently exercisable by
G. Frank and Carol A. McKeown, as joint tenants with a right of survivorship.
(5) Represents solely the shares issued to G. Frank and Carol A.
McKeown in connection with the Merger Agreement.
(6) Includes 116,973 shares of Common Stock issued to Edgar W. McCurry,
Jr., by the Corporation in connection with the Merger and warrants to purchase
up to 37,500 shares of Common Stock in connection with the exercise of Warrant
No. 2 issued to Edgar W. McCurry, Jr., pursuant to the Warrant Agreement. All
of the warrants to purchase shares of Common Stock represented by Warrant No.2
are currently exercisable by Mr. McCurry.
(7) Represents solely the shares issued to Edgar W. McCurry, Jr., in
connection with the Merger Agreement.
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<PAGE> 9
underwriting discounts and commissions under the Securities Act. Shares of
Common Stock covered by this Prospectus also may be sold pursuant to Rule 144
under the Securities Act. The Covered Stockholders have been advised that they
are subject to the applicable provisions of the Securities Exchange Act of
1934, including without limitation Rules 10b-5, 10b-6 and 10b-7 thereunder.
The shares of Common Stock to which this Prospectus relates may be
authorized for listing on the Nasdaq exchange.
REGULATORY MATTERS
GENERAL
The Corporation and the waste services industry in general are subject
to extensive, expansive and evolving regulation by federal, state and local
authorities. In particular, the regulatory process requires firms in the
industry to obtain and retain numerous governmental permits to conduct various
aspects of their operations, any of which may be subject to revocation,
modification or denial. The continually shifting policies and attitudes of the
regulatory agencies relating to the industry may impact the Corporation's
ability to obtain applicable permits from governmental authorities on a timely
basis and to retain such permits. The Corporation is not in a position to
assess the extent of any such impact, but it could be significant.
State and local governments have also from time to time proposed or
adopted other types of laws, regulations or initiatives with respect to the
environmental services industry. Included among these are laws, regulations
and initiatives to ban or restrict the interstate or inter-county shipment of
wastes, impose higher taxes on out-of-state waste shipments than in-state
shipments and regulate disposal facilities as public utilities.
The Corporation makes a continuing effort to anticipate regulatory,
political and legal developments that might affect operations, but cannot
predict the extent to which any legislation or regulation that may be enacted
or enforced in the future may affect its operations.
Operating permits are generally required at the state and local level
for landfills and collection vehicles. Operating permits need to be renewed
periodically and may be subject to revocation, modification, denial or
non-renewal for various reasons, including failure of the Corporation to
satisfy regulatory concerns. In the solid waste collection phase, regulation
takes such forms as permitting of transfer stations, licensing of collection
vehicles, truck safety requirements, vehicular weight limitations and, in
certain localities, limitations on rates, area and time and frequency of
collection. In the solid waste disposal phase, regulation covers various
matters, including methane gas emission, liquid runoff and rodent, pest, litter
and traffic control. Zoning and land use requirements and limitations are
encountered in the solid waste collection and disposal phases of the
Corporation's business. In addition, the Corporation's operations may be
subject to water pollution laws and regulations; air and noise pollution laws
and regulations; and safety standards under the Occupational Safety and Health
Act ("OSHA"). Governmental authorities have the power to enforce compliance
with these various laws and regulations and violators are subject to
injunctions, fines and revocation of permits. Private individuals may also
have the right to sue to enforce compliance.
Regulatory or technological developments relating to the environment
may require the Corporation (as well as others in the solid waste management
business) to modify, supplement or replace equipment and facilities at costs
which may be substantial. Because the Corporation is engaged in a business
intrinsically connected with the protection of the environment and the
potential discharge of materials into the environment, a material portion of
the Corporation's capital expenditures are, directly or indirectly, related to
such items. The Corporation does not expect such expenditures, which are
incurred in the ordinary course of business, to have a materially adverse
impact on its earnings or competitive position in the foreseeable future
because the Corporation's business is based upon compliance with environmental
laws and regulations and its services are priced accordingly.
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<PAGE> 10
Although the Corporation intends to conduct its operations in
compliance with applicable laws and regulations, the Corporation believes that
heightened political and citizen sensitivity causes companies in the solid
waste management industry to be faced, in the normal course of operating their
businesses, with the possibility of expending funds for fines, penalties and
expenses incurred as a result of changes to environmental compliance
regulations. While the Corporation has expended no such funds to date, the
possibility remains that technological, regulatory or enforcement developments,
the results of environmental studies or other factors could materially alter
this expectation at any time. In any event, such matters could have a material
impact on earnings for a particular fiscal quarter.
Resource Conservation and Recovery Act ("RCRA") RCRA regulates the
generation, treatment, storage, handling, transportation and disposal of
hazardous and solid waste and requires states to develop programs to insure the
safe disposal of solid waste in sanitary landfills. RCRA divides solid waste
into two groups, hazardous and nonhazardous. Wastes are generally classified
as hazardous wastes if they: (i) either (a) are specifically included on a list
of hazardous wastes or (b) exhibit certain characteristics; and (ii) are not
specifically designated as nonhazardous. Wastes classified as hazardous under
RCRA are subject to much stricter regulation than wastes classified as
nonhazardous. Among the wastes that are specifically designated as
nonhazardous waste are household waste and various types of special waste.
These wastes, which will be accepted at the Corporation's landfills, may
contain incidental hazardous substances.
On October 9, 1991, the EPA promulgated new regulations pursuant to
Subtitle D of RCRA. These new regulations include location standards, facility
design standards, operating criteria, closure and post-closure requirements,
financial assurance standards and groundwater monitoring requirements as well
as corrective action standards, all of which have not previously been uniformly
applied at landfills within the fifty states. In addition, the new regulations
require new landfills which received municipal solid waste for disposal after
April 9, 1994 to have one or more liners (typically high-density polyethylene
liners) to keep leachate out of groundwater and have extensive systems to
collect leachate for handling and treatment. In addition, by October 9, 1996
groundwater wells must also be installed at virtually all landfills to monitor
groundwater quality and the leachate collection system operation. The
regulations also require (where threshold test levels are met) that methane gas
generated at landfills be controlled in a manner that will protect human health
and the environment. Because some states have already adopted regulations at
least as stringent as the new federal regulations, the new Subtitle D
regulations will cause greater changes in the landfill regulation of certain
states than of others.
The Corporation's Pecan Row Landfill was designed and constructed in
accordance with the requirements of Subtitle D.
The Federal Water Pollution Control Act ("Clean Water Act") The Clean
Water Act established rules regulating the discharge of pollutants from a
variety of sources, including solid waste disposal sites, into waters of the
United States. For any discharge, the Clean Water Act would require the
Corporation to apply for and obtain a discharge permit, conduct sampling and
monitoring and, under certain circumstances, reduce the quantity of pollutants
in those discharges. Also, virtually all landfills are required to comply with
the new federal storm water regulations, which are designed to prevent possibly
contaminated storm water from flowing into surface waters.
Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") CERCLA addresses problems created by the release of any hazardous
substance into the environment. CERCLA's primary mechanism for remedying such
problems is to impose strict joint and several liability for cleanup of
facilities among all past and current owners and operators of the site as well
as the generators and the transporters who arranged for disposal and
transportation of hazardous substances. The costs of CERCLA cleanup can be
very substantial. Liability under CERCLA does not depend upon the existence or
disposal of "hazardous waste" but can also be founded upon the existence of
even very small amounts of the more than 1,000 "hazardous substances" listed by
the EPA.
The Clean Air Act, as Amended ("Clean Air Act") The Clean Air Act
provides for federal, state and local regulation of the emission of air
pollutants and is applicable to landfills. The EPA has proposed new source
performance standards regulating overall air emissions from solid waste
landfills. The EPA may also issue regulations controlling the emissions of
particular air pollutants from solid waste landfills. Moreover, landfills
located in areas with air pollution problems may be subject to even more
extensive air pollution controls.
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<PAGE> 11
State and Local Regulations The States of Georgia and Florida, as
well as those states in which the Corporation may operate in the future, have
laws and regulations governing the generation, handling, transfer,
transportation and disposal of solid waste, water and air pollution and, in
most cases, the design, operation, maintenance, closure and post-closure
maintenance of landfills.
Georgia and Florida, like most other states, have tightened the
regulatory requirements on the permitting of new and expanded solid waste
facilities and on the continued operation of existing facilities. State
regulations are expected to become both more stringent and more uniform
nationwide as the dates for the implementation of additional requirements of
Subtitle D occur. The increased stringency of state regulations may be
expected to benefit the Corporation, as older landfills are forced to close,
thereby further reducing the available landfill capacity. However, the
increasing state and local scrutiny of landfills also makes it difficult for
the Corporation to comply with the continually evolving and expansive
regulation applicable to the disposal of solid waste.
Increasing public opposition to the siting and operation of landfills
has led many states, including Georgia and Florida, to enact legislation at the
state and/or local level which attempts to prohibit or greatly restrict the
interstate and intrastate movement of solid waste. In addition, after two
recent decisions by the Supreme Court which recognized that the Commerce Clause
of the United States Constitution imposes substantial limits upon the ability
of state and local governments to restrict the movement of solid waste across
state lines, legislation has been introduced in the United States Congress
which attempts to restrict interstate waste transportation. For the
foreseeable future, the Corporation, like all others in the solid waste
industry, faces uncertainty regarding the circumstances under which it will be
able to accept out-of-state waste for disposal at its facility. A significant
portion of the solid waste volume disposed of at the Corporation's Pecan Row
Landfill is generated from outside the State of Georgia.
DESCRIPTION OF CAPITAL STOCK
The following summary does not purport to be complete and is subject
to in all respects, and qualified in its entirety by, the applicable provisions
of the Delaware General Corporation Law including the Restated Certificate of
Incorporation, as amended, and the Bylaws of the Corporation (the "Bylaws").
GENERAL
The authorized capital stock of the Corporation consists of 50,000,000
shares of Common Stock, par value $.10 per share, and 5,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock"). As of April
15, 1996, there were issued and outstanding 18,896,551 shares of Common Stock
and no shares of Preferred Stock were issued or outstanding. The Common Stock
will, when issued, be fully paid and nonassessable.
Since the Corporation owns a controlling interest in, and supervises
the management of, several subsidiaries, the right of the Corporation, and
hence the right of creditors and shareholders of the Corporation, to
participate in any distribution of assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Corporation itself as a creditor of the subsidiary may be recognized. The
principal source of the Corporation's revenues is dividends from its
subsidiaries.
COMMON STOCK
The holders of Common Stock are entitled to receive dividends from
funds legally available therefor when, as, and if declared by the Corporation's
Board of Directors out of assets of the Corporation legally available for
payment. Each dividend will be payable to holders of record as they appear on
the stock register of the corporation as of the record dates fixed by the Board
of Directors of the Corporation. The principal source of funds for payment of
dividends by the Corporation is dividends paid by the Corporation's
subsidiaries.
In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the Corporation, the holders of the Common Stock are entitled
upon liquidation to receive pro rata the net assets of the Corporation after
satisfaction in full of the prior rights of creditors of the Corporation and
the holders of any Preferred Stock
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<PAGE> 12
designating a liquidation preference. Neither the sale of all or substantially
all the property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other corporation shall be
deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary, of the Corporation.
The holders of Common Stock are entitled to one vote for each share
held on all matters as to which shareholders are entitled to vote. The holders
of Common Stock do not have cumulative voting rights, any preferential,
subscriptive or preemptive rights with respect to any securities of the
Corporation, or any conversion rights. The outstanding shares of Common Stock
are fully paid and nonassessable.
Chemical Mellon Securities Transfer Corp. is the transfer agent and
registrar for the Common Stock.
PREFERRED STOCK
Under the Restated Certificate of Incorporation, as amended, the
Corporation's Board of Directors is authorized without further shareholder
action to provide for the issuance of up to 5,000,000 shares of Preferred Stock
in one or more series, with such voting powers, designations, preferences,
rights, qualifications, limitations and restrictions as shall be set forth in
resolutions providing for the issue thereof adopted by the Board of Directors.
As of the date of this Prospectus, the Corporation has not issued any series
of Preferred Stock.
Any issuance of shares of Preferred Stock could be used to dilute the
stock ownership of persons seeking to gain control of GeoWaste and could
otherwise have the effect of delaying, deferring or preventing a change
in control of GeoWaste.
LEGAL OPINION
The validity of the Common Stock will be passed upon for the
Corporation by Mahoney Adams & Criser, P.A. (a professional corporation),
Jacksonville, Florida, counsel for the Corporation.
EXPERTS
The consolidated financial statements of the Corporation incorporated
in this Prospectus by reference to the Annual Report on Form 10-K of the
Corporation for the year ended December 31, 1995, have been so incorporated in
reliance on the report of Coopers & Lybrand L.L.P, independent accountants,
given on the authority of such firm as experts in issuing said report.
-9-
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses will be incurred in connection with the
issuance and distribution of the Common Stock being registered, other than
underwriting discounts and commissions.
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee $ 363.02
Legal Fees and Expenses 7,500.00
Miscellaneous Expenses 3,000
Acounting and Auditing Expenses 7,000
---------
$17,863.02
</TABLE>
All of the above items, except the registration fee, are estimated.
Item 15. Indemnification of Directors and Officers.
The Restated Certificate of Incorporation, as amended, and Bylaws of
the Corporation require the indemnification of directors and officers to the
fullest extent permitted by law.
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability incurred in connection
with such proceeding (including any appeal thereof) if he 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, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including appeals, provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall
II-1
<PAGE> 14
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court deems proper.
Section 145(c) of the DGCL provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to in Subsections (a) or (b) of Section 145
of the DGCL or in the defense of any claim, issue or matter therein, he shall
be indemnified against expenses actually and reasonably incurred by him in
connection therewith.
Section 145(d) of the DGCL provides that any indemnification under
Subsections (a), or (b) of Section 145 of the DGCL, unless determined by a
court, shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Subsections (a) or (b) of Section 145 of the DGCL. Such determination
shall be made:
(a) by a majority vote of the directors who are not
parties to the action, suit or proceeding, even though less than a
quorum; or
(b) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion; or
(c) by the stockholders.
Under subsection (e) of Section 145 of the DGCL, expenses incurred by
a director or officer in defending a civil or criminal proceeding may be paid
by the corporation in advance of the final disposition thereof upon receipt of
an undertaking by or on behalf of such director or officer to repay such amount
if it is ultimately determined that such director or officer is not entitled to
indemnification under Section 145 of the DGCL.
Subsection (f) of Section 145 of the DGCL states that indemnification
and advancement of expenses provided under Section 145 of the DGCL are not
exclusive and empowers the corporation to make any other or further
indemnification or advancement of expenses under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, for actions in an
official capacity and in other capacities while holding an office.
Subsection (g) of Section 145 of the DGCL permits a corporation to
purchase and maintain insurance for a director or officer against any liability
incurred in his official capacity or arising out of his status as such
regardless of the corporation's power to indemnify him against such liability
under Section 145.
AS ALLOWED BY SECTION 145(G) OF THE DGCL THE CORPORATION MAINTAINS
LIABILITY INSURANCE COVERING DIRECTORS AND OFFICERS.
II-2
<PAGE> 15
Item 16. Exhibits.
This Form S-3 Registration Statement includes the following exhibits:
<TABLE>
<CAPTION>
Exhibit Number
--------------
<S> <C>
4(a) Certificate of Incorporation of GeoWaste Incorporated, as amended and restated.
4(b) Bylaws of GeoWaste Incorporated
4(c) Amendment to Amended and Restated Certificate of GeoWaste Incorporated
4(d) Certificate of Designation of Preferred Stock of GeoWaste Incorporated
4(e) Purchase Agreement, dated March 5, 1992, between GeoWaste Incorporated, the Delaware State
Employee's Retirement Fund and the Trust for Defined Benefit Plan of ICI American Holdings Inc.
4(f) Form of Debenture
4(g) Registration Rights Agreement dated March 5, 1992, by and between GeoWaste Incorporated, the
Delaware State Employees' Retirement Fund and the Trust for Defined Benefit Plan of ICI American
Holdings Inc.
4(h) Registration Rights Agreement dated August 2, 1991, by and between GeoWaste Incorporated and each
of the entities listed on Exhibit A thereto.
4(i) First Escrow Agreement dated August 2, 1991, by and between GeoWaste Incorporated, Frederick J.
Iseman, James Swistock, Matthew Fulton, Brian Russell, James R. Jones, Paul Thomas Cohen,
William vanden Heuvel, Balis & Zohn, Inc., and IBJ Schroder Bank & Trust Company.
4(j) Second Escrow Agreement dated August 2, 1991, by and between GeoWaste Incorporated, the parties
listed on Schedule A thereto, Kurt Wilkening and IBJ Schroder Bank & Trust Company.
4(k) Equivest First Convertible Debt Exchange Agreement dated August 2, 1991, by and between GeoWaste
Incorporated and the parties listed on Schedule A thereto.
</TABLE>
II-3
<PAGE> 16
<TABLE>
<S> <C>
4(l) Equivest Second Convertible Debt Exchange Agreement dated August 2, 1991, by and
between GeoWaste Incorporated and the parties listed on Schedule A attached thereto.
4(m) Stockholders' Agreement dated August 2, 1991, by and between GeoWaste Incorporated,
Advance Ross Corporation, Allen & Company Incorporated, Federick J. Iseman, Harve
Ferrill, Gian Caterine, Kurt Wilkening, the persons or entities listed on Schedule A
attached thereto and the persons or entities listed on Schedule B attached thereto.
4(n) Voting Agreement dated March 5, 1992, by and between GeoWaste Incorporated, the
Delaware State Employees' Retirement Fund and the Trust for Defined Benefit Plan of
ICI American Holdings Inc., Frederick J. Iseman, Gian Caterine, Amy C. MacF. Burbott,
Harve Ferrill, James Swistock, Advance Ross Corporation and Allen & Company Incorporated.
5 Opinion of Mahoney Adams & Criser, P.A., counsel for the Company, concerning the
legality of the securities being registered.
10(a) Warrant Purchase Agreement by and between GeoWaste Incorporated and Allen & Company
Incorporated and Amy C. MacF. Burbott.
10(b) Form of Employment Agreement dated as of August 1, 1991, by and between GeoWaste
Incorporated and Amy C. MacF. Burbott.
10(c) Form of Employment Agreement dated as of June 1, 1992, by and between GeoWaste
Incorporated and Richard J. Sherman.
10(d) Form of Employment Agreement dated as of August 1, 1991, by and between GeoWaste
Incorporated and James W. Swistock.
10(e) Form of Severance Agreement dated as of December 21, 1995, by and between GeoWaste
Incorporated and Kevin R. Kohn.
10(f) Form of Severance Agreement dated as of December 21, 1995, by and between GeoWaste
Incorporated and Raymond F. Chase.
10(g) Form of Consulting Agreement dated August 31, 1995, by and between GeoWaste
Incorporated and Amy C. MacF. Burbott.
</TABLE>
II-4
<PAGE> 17
<TABLE>
<S> <C>
10(h) Form of Amendment dated as of January 9, 1995, to Form of Employment Agreement dated
as of August 1, 1991, by and between GeoWaste Incorporated and Amy C. MacF. Burbott.
10(i) Agreement and Plan of Merger dated August 12, 1996 among Geowaste Incorporated,
Spectrum Acquisition Corp., Spectrum Group, Inc., John Paglia and Michael Paglia.
13(a) Form 10-K for the fiscal year ended December 31, 1995.
13(b) Form 10-Q for the three month period ended March 31, 1996.
13(c) Form 10-Q for the interim period ended June 30, 1996.
23(a) Consent of Coopers & Lybrand, LLP, independent accountants.
23(b) Consent of Mahoney Adams & Criser, P.A., counsel for the Company (included in Exhibit 5).
</TABLE>
II-5
<PAGE> 18
Item 17. Undertakings.
(1) The Corporation hereby undertakes:
(a) To file, during any period in which offers or
sales of the securities registered hereunder are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings
included in (1)(a)(i) and (1)(a)(ii) of this Item 9 do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Corporation pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The Corporation hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Corporation pursuant to
II-6
<PAGE> 19
the foregoing provisions, or otherwise, the Corporation has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Corporation of expenses incurred or paid by a director, officer
or controlling person of the Corporation in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation
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 first amendment to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Augustine, State of Florida,
on the 26th day of August, 1996.
GEOWASTE INCORPORATED
By: /s/ Amy C. MacF. Burbott
-----------------------------
Amy C. MacF. Burbott
Chief Executive Officer
II-7
<PAGE> 20
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Amy C. MacF. Burbott Chief Executive Officer
- -------------------------------------------- and Director August 26, 1996
Amy C. MacF. Burbott
/s/ Michael Paglia Vice President and
- -------------------------------------------- Director August 26, 1996
Michael Paglia
/s/ Raymond F. Chase Vice President August 26, 1996
- -------------------------------------------- Chief Financial Officer
Raymond F. Chase Treasurer & Secretary
Director August 26, 1996
- --------------------------------------------
Robert J. Cresci
/s/ Steven M. Engel Director August 26, 1996
- --------------------------------------------
Steven M. Engel
/s/ Harve A. Ferrill Chairman of the August 26, 1996
- -------------------------------------------- Board
Harve A. Ferrill
</TABLE>
II-8
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGINATION BY
EXHIBIT EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
- ------- ----------- ------------------
<S> <C>
4(a) Certificate of Incorporation
of GeoWaste Incorporated,
as amended and restated
(incorporated by reference
from Exhibit A to the Proxy
filed November 25, 1991
(File No. 0-9278)).
4(b) Bylaws of GeoWaste Incorporated
(incorporated by reference
from Exhibit 3(b) to the Annual
Report on Form 10-K for the
year ended December 31, 1987
(File No. 0-9278)).
4(c) Amendment to Amended and Restated
Certificate of GeoWaste
Incorporated (incorporated by reference
from Exhibit 3.4 to the Annual
Report on Form 10-K for the
year ended December 31, 1992
(File No. 0-9278)).
4(d) Certificate of Designation of
Preferred Stock of GeoWaste
Incorporated filed November 25, 1991
(File No. 0-9278)).
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
4(e) Purchase Agreement, dated March
5, 1992, between GeoWaste
Incorporated, the Delaware State
Employee's Retirement Fund and
the Trust for Defined Benefit
Plan of ICI American Holdings Inc.
(incorporated by reference from
Exhibit 4.1 to the Current Report on
Form 8-K filed March 13, 1992 (File No.
0-9278)).
4(f) Form of Debenture (incorporated by
reference from Exhibit 4.2 to the
Current Report on Form 8-K filed March
13, 1992 (File No. 0-9278)).
4(g) Registration Rights Agreement
dated March 5, 1992, by and
between GeoWaste Incorporated,
the Delaware State Employees'
Retirement Fund and the Trust
for Defined Benefit Plan of ICI
American Holdings Inc (incorporated by
reference from Exhibit 4.3 to the
Current Report on Form 8-K filed March
13, 1992 (File No. 0-9278)).
4(h) Registration Rights Agreement
dated August 2, 1991, by and
between GeoWaste Incorporated and
each of the entities listed on
Exhibit A thereto (incorporated by
reference to Exhibit 4(D) to the
Current Report filed on Form 8-K filed
August 19, 1991 (File No. 0-9278)).
</TABLE>
<PAGE> 23
<TABLE>
<S> <C>
4(i) First Escrow Agreement dated
August 2, 1991, by and between
GeoWaste Incorporated, Frederick
J. Iseman, James Swistock, Matthew
Fulton, Brian Russell, James R.
Jones, Paul Thomas Cohen, William
vanden Heuvel, Balis & Zohn, Inc.,
and IBJ Schroder Bank & Trust
Company (incorporated by reference from
Exhibit 4(B) to the Current Report on
Form 8-K filed August 19, 1991 (File No.
0-9278)).
4(j) Second Escrow Agreement dated August
2, 1991, by and between GeoWaste
Incorporated, the parties listed on
Schedule A thereto, Kurt Wilkening
and IBJ Schroder Bank & Trust Company
(incorporated by reference from Exhibit
4(C) to the Current Report on Form 8-K
filed August 19, 1991 (File No. 0-9278)).
4(k) Equivest First Convertible Debt
Exchange Agreement dated August 2,
1991, by and between GeoWaste
Incorporated and the parties listed
on Schedule A thereto (incorporated by
reference from Exhibit 2(B) to the
Current Report on Form 8-K filed August
19, 1991 (File No. 0-9278)).
4(l) Equivest Second Convertible Debt
Exchange Agreement dated August 2,
1991, by and between GeoWaste
Incorporated and the parties listed
on Schedule A attached thereto
(incorporated by reference from Exhibit
2(B) to the Current Report on Form 8-K
filed August 19, 1991 (File No. 0-9278)).
</TABLE>
<PAGE> 24
<TABLE>
<S> <C>
4(m) Stockholders' Agreement dated August 2,
1991, by and between GeoWaste
Incorporated, Advance Ross Corporation,
Allen & Company Incorporated, Federick
J. Iseman, Harve Ferrill, Gian Caterine,
Kurt Wilkening, the persons or entities
listed on Schedule A attached thereto
and the persons or entities listed on
Schedule B attached thereto
(incorporated by reference from Exhibit
4(A) to the Current Report of Form 8-K
filed August 19, 1991 (File No.
0-9278)).
4(n) Voting Agreement dated March 5, 1992,
by and between GeoWaste Incorporated,
the Delaware State Employees' Retirement
Fund and the Trust for Defined Benefit
Plan of ICI American Holdings Inc.,
Frederick J. Iseman, Gian Caterine,
Amy C. MacF. Burbott, Harve Ferrill,
James Swistock, Advance Ross Corporation
and Allen & Company Incorporated
(incorporated by reference from Exhibit
4.4 to the Current Report on Form 8-K
filed March 13, 1992 (File No. 0-9278)).
5 Opinion of Mahoney Adams & Criser, P.A.,
counsel for the Corporation, concerning the
legality of the securities being
registered.
10(a) Warrant Purchase Agreement by and
between GeoWaste Incorporated and Allen
& Company Incorporated and Amy C. MacF.
Burbott (incorporated by reference
from Exhibit 10.1 to the Annual Report
on Form 10-K for the year ended December
31, 1991 (File No. 0-9278)).
</TABLE>
<PAGE> 25
<TABLE>
<S> <C>
10(b) Form of Employment Agreement dated as of
August 1, 1991, by and between GeoWaste
Incorporated and Amy C. MacF. Burbott
(incorporated by reference from Exhibit
10.1 to the Quarterly Report on Form
10-Q for the period ended September 30,
1992 (File No. 0-9278)).
10(c) Form of Employment Agreement dated as of
June 1, 1992, by and between GeoWaste
Incorporated and Richard J. Sherman
(incorporated by reference from Exhibit
10.1 to the Quarterly Report on Form
10-Q for the period ended September 30,
1992 (File No. 0-9278)).
10(d) Form of Employment Agreement dated as of
August 1, 1991, by and between GeoWaste
Incorporated and James W. Swistock
(incorporated by reference from Exhibit
10.4 to the Annual Report on Form 10-K
for the year ended December 31, 1992
(File No. 0-9278)).
10(e) Form of Severance Agreement dated as of
December 21, 1995, by and between
GeoWaste Incorporated and Kevin R. Kohn
(incorporated by reference from Exhibit
10.5 to the Annual Report on Form 10-K
for the year ended December 31, 1995
(File No. 0-9278)).
10(f) Form of Severance Agreement dated as of
December 21, 1995, by and between
GeoWaste Incorporated and Raymond F.
Chase (incorporated by reference from
Exhibit 10.6 to the Annual Report on
Form 10-K for the year ended December
31, 1995 (File No. 0-9278)).
</TABLE>
<PAGE> 26
<TABLE>
<S> <C>
10(g) Form of Consulting Agreement dated
August 31, 1995, by and between GeoWaste
Incorporated and Amy C. MacF. Burbott
(incorporated by reference from
Exhibit 10.7 to the Annual Report on
Form 10-K for the year ended December
31, 1995 (File No. 0-9278)).
10(h) Form of Amendment dated as of January 9,
1995, to Form of Employment Agreement
Agreement dated as of August 1, 1991, by
and between GeoWaste Incorporated and
Amy C. MacF. Burbott (incorporated by
reference from Exhibit 10.7 to the
Annual Report on Form 10-K for the year
ended December 31, 1995 (File No.
0-9278)).
10(i) Agreement and Plan of Merger dated
August 12, 1996 among GeoWaste
Incorporated, Spectrum Acquisition Corp.,
Spectrum Group, Inc., John Paglia and
Michael Paglia (incorporated by reference
from Exhibit 2.2 of the Form 8-K filed
on August 27, 1996 file No. 0-9278).
13(a) Form 10-K for fiscal year ended December
31, 1995 (File No. 0-9278).
13(b) Form 10-Q for the three month period
ended March 31, 1996 (File No. 0-9278).
13(c) Form 10-Q for the six month period ended
June 30, 1996.
23(a) Consent of Coopers & Lybrand, LLP
independent accountants.
23(b) Consent of Mahoney Adams &
Criser, P.A., counsel for
the Corporation (included in
Exhibit 5).
</TABLE>
<PAGE> 1
COOPERS COOPERS & LYBRAND L.L.P
&LYBRAND
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
GeoWaste Incorporated on Form S-3 Amendment No. 1 of:
- Our report dated March 29, 1996 on our audits of the
consolidated financial statements and financial statement
schedule of GeoWaste Incorporated as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994,
and 1993, which is included in the Annual Report
on Form 10-K.
- Our report dated August 9, 1996 on our audits of the
financial statements of Spectrum Group, Inc., (d/b/a
United Sanitation, Ocala Chemical, Mills Disposal)
as of December 31, 1995 and 1994 and for the years
ended December 31, 1995 and 1994 and for the period
from June 27, 1993 (inception) to December 31, 1993,
which report is included in Form 8-K dated August 27,
1996.
We also consent to the reference to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Jacksonville, Florida
August 28, 1996
