<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4953 36-2660763
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
OF INCORPORATION OR CODE NUMBER)
ORGANIZATION)
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
PHONE: 708-572-8800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
HERBERT A. GETZ, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WMX TECHNOLOGIES, INC.
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
708-572-8800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement.
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. [X]
The Securities Act registration statement number of the earlier effective
registration statement for the same offering is 33-44849.
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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(2) PRICE(1)(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value(3).............. 2,500,000 Shares $28.625 $71,562,500 $24,676.72
</TABLE>
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(1) As of February 29, 1996, represents less than 20% of the remaining
$370,625,649 of the maximum aggregate offering price for the Registrant's
shares registered on Form S-1 (Registration No. 33-44849), in accordance
with Rule 462(b) and footnote 24 of Release 33-7168, based on the
Registrant's having originally registered shares thereunder with a maximum
aggregate offering price of $529,687,500 and having previously issued shares
thereunder with an aggregate offering price of $159,061,851.
(2) Calculated on the basis of the average of the high and low reported sale
prices of the common stock on the New York Stock Exchange Composite Tape
on February 22, 1996, as reported by The Wall Street Journal (Midwest
Edition), in accordance with Rule 457(c).
(3) This Registration Statement also covers a total of 2,500,000 Series A
Preferred Stock Purchase Rights, which are currently transferable with and
only with the shares of Common Stock registered hereby.
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<PAGE>
The contents of the Registrant's Registration Statement on Form S-1,
Registration No. 33-44849, are hereby incorporated by reference in this
Registration Statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT, OR AMENDMENT THERETO, TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN OAK BROOK,
ILLINOIS ON FEBRUARY 29, 1996.
WMX Technologies, Inc.
/s/ Dean L. Buntrock
By___________________________________
Dean L. Buntrock,
Chairman of the Board and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT, OR AMENDMENT THERETO, HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dean L. Buntrock
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Dean L. Buntrock Director, Chairman of the
Board and Chief Executive
Officer
/s/ Jerry E. Dempsey
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Jerry E. Dempsey Director
/s/ Phillip B. Rooney
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Phillip B. Rooney Director
/s/ Donald F. Flynn
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Donald F. Flynn Director
/s/ Peter H. Huizenga
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Peter H. Huizenga Director
/s/ Peer Pedersen
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Peer Pedersen Director
/s/ James R. Peterson
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James R. Peterson Director February 29, 1996
/s/ Alexander B. Trowbridge
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Alexander B. Trowbridge Director
/s/ Howard H. Baker, Jr.
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Howard H. Baker, Jr. Director
/s/ H. Jesse Arnelle
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H. Jesse Arnelle Director
/s/ Thomas C. Hau
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Thomas C. Hau Vice President, Controller and
Principal Accounting Officer
/s/ James E. Koenig
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James E. Koenig Senior Vice President,
Treasurer and Principal
Financial Officer
/s/ Pastora San Juan Cafferty
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Pastora San Juan Cafferty Director
</TABLE>
II-1
<PAGE>
Exhibit 5
February 29, 1996
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Re: Registration Statement on Form S-1
Relating to 2,500,000 Shares of Common Stock, $1 Par Value
----------------------------------------------------------
Ladies and Gentlemen:
In my capacity as Associate General Counsel of WMX Technologies, Inc., a
Delaware corporation (the "Company"), I have represented the Company in
connection with the above-referred to registration statement on Form S-1 (the
"Registration Statement"), filed under the Securities Act of 1933 for the
purpose of registering under that Act 2,500,000 shares of common stock of the
Company, $1 par value, which the Company may offer from time to time in
connection with acquisitions. In this connection, I, or attorneys acting under
my direction, have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate and other records,
certificates and other papers as I have deemed necessary to examine for the
purpose of this opinion.
Based on such examination, on the existing provisions of the restated
certificate of incorporation of the Company, and on the applicable laws of the
State of Delaware now in effect, it is my opinion that such of the 2,500,000
shares of common stock as are issued from time to time as contemplated by the
Registration Statement will, upon issuance and delivery of such shares against
receipt by the Company of the agreed consideration therefor, constitute legally
issued, fully paid and non-assessable shares of the Company, provided (a) the
number of authorized and unissued shares of common stock of the Company
continues to be adequate for each such issue; and (b) each such issue is duly
authorized by the board of directors of the Company, or a duly authorized
committee thereof, for a consideration (not less than the par value of the
shares) determined by said board of directors or committee to be adequate.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name wherever appearing in the
Registration Statement and any amendment thereto. In giving this consent, I do
not admit that I am within the category of persons whose consent is required by
Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Thomas A. Witt
Thomas A. Witt
Vice President, Assistant Secretary
and Associate General Counsel
/lsl
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-1 of our reports dated
February 6, 1995 (except with respect to the matter discussed in Note 17, as to
which the date is March 14, 1995), included (or incorporated by reference) in
WMX Technologies, Inc.'s Form 10-K for the fiscal year ended December 31, 1994,
to all references to our Firm included in or made a part of this Registration
Statement on Form S-1 and to the incorporation by reference of such reports in
WMX Technologies, Inc.'s previously filed Registration Statements on Form S-8
(Registration Nos. 33-7201, 33-17447, 33-26733, 33-35936, 33-64427, and
33-64433) and on Form S-1 (Registration No. 33-44849).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 29, 1996
