As filed with the Securities and Exchange Commission on October 17, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (IRS Employer
of incorporation or organization) Identification Number)
AMY C. MACF. BURBOTT
CHIEF EXECUTIVE OFFICER
GEOWASTE INCORPORATED
24 CATHEDRAL PLACE, SUITE 208
ST. AUGUSTINE, FLORIDA 32084
(904) 824-0201
(Name and address, including zip code, and telephone
number, including area code, of Registrant's principal executive
offices and agent for service)
COPY TO:
MARK A. ROSENBAUM, ESQ.
STROOCK & STROOCK & LAVAN
SEVEN HANOVER SQUARE
NEW YORK, NEW YORK 10004-2696
(212) 806-5400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
PUBLIC: From time to time after this Registration Statement becomes effective.
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, check the following box. /X/
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 effective 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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
Title of each Class of TO BE OFFERING OFFERING REGISTRATION
securities to be registered REGISTERED PRICE PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.10 par value.............. 2,000,000 $3.25 $6,500,000 $1,969.70
================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the price shown for the shares of Common Stock
is calculated on the basis of the average of the high and low prices
reported in The Nasdaq Small-Cap Market, on which the Registrant's
Common Stock is listed for trading, as of October 15, 1996.
</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 IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 17, 1996
PROSPECTUS
2,000,000 SHARES
GEOWASTE INCORPORATED
COMMON STOCK
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
This Prospectus is being used in connection with the offering from time
to time of up to 2,000,000 shares of common stock, $0.10 par value per share
(the "Common Stock"), of GeoWaste Incorporated, a Delaware corporation (the
"Company"), by certain stockholders of the Company identified herein (the
"Selling Stockholders"). The Selling Stockholders acquired the shares of Common
Stock in connection with the acquisition by the Company of Spectrum Group, Inc.,
d/b/a United Sanitation, Ocala Chemical, Mills Disposal ("Spectrum").
The shares of Common Stock may be offered by the Selling Stockholders
from time to time on terms to be determined at the time of sale, in transactions
in the over-the-counter market, in negotiated transactions, or by a combination
of these methods, at fixed prices that may be changed, at market prices
prevailing at the time of the sale, at prices related to such market prices or
at negotiated prices. The Selling Stockholders may effect such transactions by
selling the shares of Common Stock to or through securities broker-dealers or
other agents, and such broker-dealers or other agents may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Common Stock for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Additionally, agents or dealers may acquire Common Stock
or interests therein as a pledgee and may, from time to time, effect
distributions of the Common Stock or interests in such capacity. See "Selling
Stockholders" and "Plan of Distribution." The Selling Stockholders and any
brokers, dealers or agents through whom sales of the Common Stock are made may
be deemed "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any profits realized by them on the sale of
the Common Stock may be considered to be underwriting compensation.
The Company is not selling any of the shares of Common Stock offered
hereby and will not receive any of the proceeds from sales of Common Stock by
the Selling Stockholders. The Company has agreed to bear all of the expenses in
connection with the registration and sale of the shares offered hereby by the
Selling Stockholders (other than underwriting discounts and selling
commissions).
The Common Stock is traded on The Nasdaq Small-Cap Market under the
symbol "GEOW." The closing sale price per share of the Common Stock on The
Nasdaq Small-Cap Market on October 15, 1996 was $3 5/16.
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Northeast Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048; and Midwest Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such reports and other
information may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, on payment of prescribed
charges. In addition, such reports, proxy statements and other information may
be electronically accessed at the Commission's site on the World Wide Web
located at http://www.sec.gov. Such reports, proxy statements and other
information concerning the Company may also be inspected at the offices of The
Nasdaq Small-Cap Market, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3, of which this Prospectus forms a part (together with any amendments and
exhibits thereto, the "Registration Statement"), under the Securities Act in
respect of the Common Stock offered hereby. 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 DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company (File
No. 0-9278) with the Commission are incorporated herein by reference: (a) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995; (b)
the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996;
and (c) the Company's Current Report on Form 8-K filed on August 27, 1996.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus 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 date of filing of such reports and documents. Any
statement included or incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of the other documents incorporated herein by reference, other
than exhibits to such documents unless they are specifically incorporated by
reference into such documents. Requests for such copies should be directed to
GeoWaste Incorporated, 24 Cathedral Place, Suite 208, St. Augustine, Florida
32084, Attention: Raymond F. Chase, telephone (904) 824-0201.
<PAGE>
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the registered
securities to which it relates or an offer to, or solicitation of, any person in
any jurisdiction where such an offer or solicitation would be unlawful. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of the time subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information................................................ 2
Incorporation of Certain Documents by Reference...................... 2
The Company.......................................................... 4
Use of Proceeds...................................................... 4
Selling Stockholders................................................. 5
Plan of Distribution................................................. 6
Description of Capital Stock......................................... 7
Legal Matters........................................................ 8
Experts.............................................................. 8
<PAGE>
THE COMPANY
The Company through its subsidiaries, is in the business of owning,
operating and acquiring non- hazardous, solid waste collection, transportation,
transfer and disposal facilities and related sold waste management operations.
The Company was incorporated in the State of Delaware in 1971. Its
principal executive offices are located at 24 Cathedral Place, Suite 208, St.
Augustine, Florida 32084, and its telephone number is (904) 824-0201.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
2,000,000 shares of Common Stock offered by the Selling Stockholders hereby. See
"Selling Stockholders."
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth: (i) the names of the Selling Stockholders;
(ii) the number of shares of Common Stock owned by each Selling Stockholder as
of the date of this Prospectus; (iii) the number of shares of Common Stock which
may be offered and are being registered for the account of each Selling
Stockholder by this Prospectus; and (iv) the amount and the percentage of the
outstanding shares of Common Stock to be owned by each Selling Stockholder if
such Selling Stockholder were to sell all of his shares of Common Stock subject
to this Prospectus.
<TABLE>
<CAPTION>
Number of
Shares Number of Beneficial Ownership After Offering
Name of Selling Stockholder Beneficially Shares Being
Owned Prior to Offered Number of Shares Percent
Offering
<S> <C> <C> <C> <C>
John Paglia(1)...................... 1,000,000 1,000,000 0 *
Michael Paglia(2)................... 1,000,000 1,000,000 0 *
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* Less than one percent.
(1) John Paglia was the President and a Director of Spectrum prior to its
acquisition by the Company in August 1996 and has been a Vice President
of the Company since August 1996.
(2) Michael Paglia was the Vice President and a Director of Spectrum prior
to its acquisition by the Company in August 1996 and has been a Vice
President and a Director of the Company since August 1996.
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. The Selling Stockholders may sell all or a portion
of the shares of Common Stock held by them from time to time while the
registration statement of which this Prospectus is a part remains effective. By
agreement with the Selling Stockholders, the Company is obligated to maintain
the effectiveness of such registration statement until the earlier of August 12,
1998, or the date all of the shares of Common Stock offered hereby have been
sold or withdrawn from registration by them. To the extent required, the number
of shares of Common Stock to be sold, the names of the Selling Stockholders, the
purchase price, the name of any agent or dealer and any applicable commissions
with respect to a particular offer will be set forth in an accompanying
supplement to this Prospectus. The aggregate proceeds to the Selling
Stockholders from the sale of Common Stock offered hereby will be the prices at
which such securities are sold, less any commissions. There can be no assurance
that the Selling Stockholders will sell any or all of the shares of Common Stock
offered hereby.
The Common Stock may be sold by the Selling Stockholders in transactions on
the over-the-counter market, in negotiated transactions, or by a combination of
these methods, at fixed prices that may be changed, at market prices prevailing
at the time of sale, at prices related to such market prices or at negotiated
prices. A Selling Stockholder may elect to engage a broker or dealer to effect
sales in one or more of the following transactions: (a) block trades in which
the broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction, (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus, and (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, brokers and dealers engaged by Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated (and, if such broker-dealer acts as agent for the purchaser of such
shares, from such purchaser). Broker-dealers may agree with the Selling
Stockholders to sell a specified number of such shares at a stipulated price per
share, and, to the extent such broker-dealer is unable to do so acting as agent
for a Selling Stockholder, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to such Selling
Stockholder. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and sales to and through other broker-dealers, including
transactions of the nature described above) in the over-the-counter market or
otherwise at prices and on terms then prevailing at the time of sale, at prices
then related to the then-current market price or in negotiated transactions and,
in connection with such resales, may pay to or receive from the purchasers of
such shares commissions as described above. The Selling Stockholders may also
pledge their shares to banks, brokers or other financial institutions as
security for margin loans or other financial accommodations that may be extended
to such Selling Stockholders, and any such pledge institution may similarly
offer, sell and effect transactions in such shares.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in sales of shares of Common Stock may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares of Common Stock purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
The Company will pay all expenses incident to the offering and sale of the
Common Stock to the public other than underwriting discounts and selling
commissions.
<PAGE>
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 Company.
GENERAL
The authorized capital stock of the Company 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 October 15, 1996,
there were issued and outstanding 21,028,634 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 Company owns a controlling interest in, and supervises the
management of, several subsidiaries, the right of the Company, and hence the
right of creditors and shareholders of the Company, 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 Company itself as a creditor
of the subsidiary may be recognized. The principal source of the Company'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 Company's Board of
Directors out of assets of the Company legally available for payment. Each
dividend will be payable to holders of record as they appear on the stock
register of the Company as of the record dates fixed by the Company's Board of
Directors. The principal source of funds for payment of dividends by the Company
is dividends paid by the Company's subsidiaries.
In the event of any voluntary or involuntary dissolution, liquidation or
winding up of the Company, the holders of the Common Stock are entitled upon
liquidation to receive pro rata the net assets of the Company after satisfaction
in full of the prior rights of creditors of the Company and the holders of any
Preferred Stock designating a liquidation preference. Neither the sale of all or
substantially all the property or business of the Company, nor the merger or
consolidation of the Company into or with any other corporation shall be deemed
to be a dissolution, liquidation or winding up, voluntary or involuntary, of the
Company.
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 Company, or any
conversion rights. The outstanding shares of Common Stock are fully paid and
nonassessable.
ChaseMellon Shareholder Services, L.L.C. is the transfer agent and
registrar for the Common Stock.
PREFERRED STOCK
Under the Restated Certificate of Incorporation, as amended, the Company'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 Company has not issued any series of
Preferred Stock.
<PAGE>
Any issuance of shares of Preferred Stock could be used to dilute the stock
ownership of persons seeking to gain control of the Company and could otherwise
have the effect of delaying, deferring or preventing a change in control of the
Company.
LEGAL MATTERS
Certain legal matters with respect to the shares of Common Stock offered
hereby have been passed upon for the Company by Stroock & Stroock & Lavan, New
York, New York.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K 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 accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE 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.
Securities and Exchange Commission registration fee............$ 1,969.70
Legal Fees and Expenses........................................ 5,000.00
Miscellaneous Expenses......................................... 1,030.30
Accounting and Auditing Expenses............................... 5,000.00
---------
Total................................................. $ 13,000.00
============
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
Registrant 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") permits
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (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 expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding 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 permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by or in the right of the
corporation to procure a judgment in its favor 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 expenses (including attorneys' fees) actually and reasonably
incurred by him in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation. However, no
indemnification shall be made for any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such action or
suit was brought shall 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 of
Chancery or such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or 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
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
<PAGE>
Section 145(d) of the DGCL provides that any indemnification under
Subsections (a) or (b) of Section 145 of the DGCL (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
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 (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145 of
the DGCL.
Subsection (f) of Section 145 of the DGCL states that the indemnification
and advancement of expenses provided by, or granted pursuant to, Section 145 of
the DGCL shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
Subsection (g) of Section 145 of the DGCL permits a corporation to purchase
and maintain insurance on behalf of any person who 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 any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.
As permitted by Section 145(g) of the DGCL, the Registrant maintains
liability insurance covering directors and officers.
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
4.1 Form of Debenture (incorporated by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K filed March
13, 1992).
4.2 Registration Rights Agreement dated March 5, 1992, by and
between the Registrant, the Delaware State Employees'
Retirement Fund and the Trust for Defined Benefit Plan of ICI
American Holdings Inc. (incorporated by reference to Exhibit
4.3 to the Registrant's Current Report on Form 8-K filed March
13, 1992).
4.3 Registration Rights Agreement dated August 2, 1991, by and
between the Registrant and each of the entities listed on
Exhibit A thereto (incorporated by reference to Exhibit 4(D) to
the Registrant's Current Report on Form 8-K filed August 19,
1991).
<PAGE>
4.4 First Escrow Agreement dated August 2, 1991, by and between the
Registrant, 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 to Exhibit 4(B) to
the Registrant's Current Report on Form 8-K filed August 19,
1991).
4.5 Second Escrow Agreement dated August 2, 1991, by and
between the Registrant, the parties listed on Schedule A
thereto, Kurt Wilkening and IBJ Schroder Bank & Trust Company
(incorporated by reference to Exhibit 4(C) to the Registrant's
Current Report on Form 8-K filed August 19, 1991).
4.6 Equivest First Convertible Debt Exchange Agreement dated
August 2, 1991, by and between the Registrant and the parties
listed on Schedule A thereto (incorporated by reference to
Exhibit 2(B) to the Registrant's Current Report on Form 8-K
filed August 19, 1991).
4.7 Equivest Second Convertible Debt Exchange Agreement dated
August 2, 1991, by and between the Registrant and the parties
listed on Schedule A attached thereto (incorporated by
reference to Exhibit 2(B) to the Registrant's Current Report
on Form 8-K filed August 19, 1991).
4.8 Stockholders' Agreement dated August 2, 1991, by and between
the Registrant, Advance Ross Corporation, Allen & Company
Incorporated, Frederick 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 to
Exhibit 4(A) to the Registrant's Current Report on Form 8-K
filed August 19, 1991).
4.9 Voting Agreement dated March 5, 1992, by and between the
Registrant, 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 to Exhibit 4.4 to the Registrant's Current Report on
Form 8-K filed March 13, 1992).
4.10 Voting Agreement dated as of August 12, 1996, among John
Paglia, Michael Paglia, Advance Ross Corporation, Allen &
Company Incorporated, Allen Value Partners L.P. and Allen
Value Limited Incorporated (incorporated by reference to
Exhibit 4.11 to the Registrant's Current Report on Form 8-K
filed August 27, 1996).
5.1 Opinion of Stroock & Stroock & Lavan regarding legality of
the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Stroock & Stroock & Lavan (included in
Exhibit 5.1).
24.1 Powers of Attorney (included in this Part II to the Registration
Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of
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;
<PAGE>
(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 the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) 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 the time shall be
deemed to be the initial bona fide offering thereof.
(3) 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.
(b) The undersigned Registrant 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 the Registration Statement 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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 16th day of
October, 1996.
GEOWASTE INCORPORATED
By: /S/ AMY C. MACF. BURBOTT
Amy C. MacF. Burbott
President and Chief
Executive Officer
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Amy C. MacF. Burbott and Raymond
F. Chase, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre- or post-effective amendments) to this Registration Statement, and any
registration statement relating to any offering made pursuant to this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/S/ AMY C. MACF. BURBOTT President, Chief Executive Officer October 16, 1996
Amy C. MacF. Burbott and Director
(Principal Executive Officer)
/S/ RAYMOND F. CHASE Vice President October 14, 1996
Raymond F. Chase Chief Financial Officer
Treasurer & Secretary
(Principal Accounting and Financial
Officer)
Chairman of the Board and
Harve A. Ferrill Director
/S/ ROBERT J. CRESCI Director October 16, 1996
Robert J. Cresci
/S/ STEVEN M. ENGEL Director October 16, 1996
Steven M. Engel
/S/ MICHAEL D. PAGLIA Director October 16, 1996
Michael D. Paglia
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Form of Debenture (incorporated by reference to Exhibit
4.2 to the Registrant's Current Report on Form 8-K filed March
13, 1992).
4.2 Registration Rights Agreement dated March 5, 1992, by and
between the Registrant, the Delaware State Employees'
Retirement Fund and the Trust for Defined Benefit Plan of ICI
American Holdings Inc. (incorporated by reference to Exhibit
4.3 to the Registrant's Current Report on Form 8-K filed March
13, 1992).
4.3 Registration Rights Agreement dated August 2, 1991, by and
between the Registrant and each of the entities listed on
Exhibit A thereto (incorporated by reference to Exhibit 4(D) to
the Registrant's Current Report on Form 8-K filed August 19,
1991).
4.4 First Escrow Agreement dated August 2, 1991, by and between the
Registrant, 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 to Exhibit 4(B) to
the Registrant's Current Report on Form 8-K filed August 19,
1991).
4.5 Second Escrow Agreement dated August 2, 1991, by and
between the Registrant, the parties listed on Schedule A
thereto, Kurt Wilkening and IBJ Schroder Bank & Trust Company
(incorporated by reference to Exhibit 4(C) to the Registrant's
Current Report on Form 8-K filed August 19, 1991).
4.6 Equivest First Convertible Debt Exchange Agreement dated
August 2, 1991, by and between the Registrant and the parties
listed on Schedule A thereto (incorporated by reference to
Exhibit 2(B) to the Registrant's Current Report on Form 8-K
filed August 19, 1991).
4.7 Equivest Second Convertible Debt Exchange Agreement dated
August 2, 1991, by and between the Registrant and the parties
listed on Schedule A attached thereto (incorporated by
reference to Exhibit 2(B) to the Registrant's Current Report
on Form 8-K filed August 19, 1991).
4.8 Stockholders' Agreement dated August 2, 1991, by and between
the Registrant, Advance Ross Corporation, Allen & Company
Incorporated, Frederick 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
to Exhibit 4(A) to the Registrant's Current Report on Form 8-K
filed August 19, 1991).
4.9 Voting Agreement dated March 5, 1992, by and between the
Registrant, 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 to Exhibit 4.4 to the Registrant's Current Report on
Form 8-K filed March 13, 1992).
4.10 Voting Agreement dated as of August 12, 1996, among John
Paglia, Michael Paglia, Advance Ross Corporation, Allen &
Company Incorporated, Allen Value Partners L.P. and Allen
Value Limited Incorporated (incorporated by reference to
Exhibit 4.11 to the Registrant's Current Report on Form 8-K filed
August 27, 1996).
5.1 Opinion of Stroock & Stroock & Lavan regarding legality of
the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Stroock & Stroock & Lavan (included in
Exhibit 5.1).
24.1 Powers of Attorney (included in Part II to the Registration
Statement).
EXHIBIT 5.1
STROOCK & STROOCK & LAVAN
Seven Hanover Square
New York, New York 10004-2696
October 16, 1996
GeoWaste Incorporated
24 Cathedral Place, Suite 208
St. Augustine, Florida 32084
Re: GEOWASTE INCORPORATED
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel for GeoWaste Incorporated, a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement"), relating to the proposed sale by certain stockholders
of the Company (the "Selling Stockholders") of up 2,000,000 shares (the
"Shares") of the Company's common stock, par value $.10 per share. The Shares
are to be sold from time to time as set forth in the Registration Statement, the
prospectus contained therein and any amendments or supplements thereto.
As such counsel, we have examined copies of the Restated Certificate of
Incorporation and Restated Bylaws of the Company, each as in effect as of the
date hereof, and the Registration Statement. We also have examined the original
or reproduced or certified copies of all such records of the Company, all such
agreements, certificates of officers and representatives of the Company and
others, and such other documents, papers, statutes and authorities as we deemed
necessary to form the basis of the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of copies of documents supplied to us by the Company and
others. As to certain matters of fact relevant to the opinions hereinafter
expressed, we have relied upon statements and certificates of officers of the
Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, any law other than the laws of the State
of New York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the Shares
to be offered by the Selling Stockholders, when sold under the circumstances
contemplated in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus forming a
part of the Registration Statement. In giving such consent, we do not admit
hereby that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
GeoWaste Incorporated on Form S-3 of:
o 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.
o 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
October 15, 1996
