<PAGE>
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-2660763
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
_________________________
WMX TECHNOLOGIES, INC.
1996 REPLACEMENT STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
WMX TECHNOLOGIES, INC.
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
ATTN: HERBERT A. GETZ
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
(708)572-8800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common stock, par value $1.00
per share(1)..... 700,000 shares $28.625(2) $20,037,500(2) $6,909.48(2)
</TABLE>
(1) This registration statement also covers 700,000 Series A Preferred Stock
Purchase Rights which are currently transferrable with and only with the
shares of common stock registered herein.
(2) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
on the basis of the average of the high and low sale prices for the
registrant's common stock on the New York Stock Exchange Composite Tape on
February 22, 1996, as reported by The Wall Street Journal (Midwest Edition).
Such price and aggregate price are included solely for the purpose of
calculating the registration fee.
<PAGE>
PART I.
=======
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION; ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
The documents containing the information required by these items will be
given to employees participating in the WMX Technologies, Inc. 1996 Replacement
Stock Option Plan (the "Plan") and are not required to be filed with the
Securities and Exchange Commission (the "Commission") as part of the
registration statement or as an exhibit thereto.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by WMX Technologies, Inc. (the "Company") with
the Commission are hereby incorporated herein by reference:
(a) The Company's latest annual report on Form 10-K, or if the financial
statements therein are more current, the Company's latest prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933.
(b) All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the financial statements contained in the
prospectus referred to in (a) above.
(c) The description of the Company's common stock which is contained in the
registration statement filed under section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES
The description of the Company's common stock is contained in the
registration statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description, and such description is incorporated by reference into this
registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations. Reference is made to article twelfth of the Company's restated
certificate of incorporation, filed as exhibits 4.01 through 4.08 to this
registration statement, and section 6 of article VII of the Company's bylaws,
filed as exhibit 4.09 to this registration statement, which provide
indemnification by the Company of each director, officer or employee of the
Company to the full extent permitted by the DGCL.
Under insurance policies maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales 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;
(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 hereof) 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 paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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)-(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Act and will be governed by the final
adjudication of such issue.
(i)-(j) Not applicable.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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.
By /s/ Dean L. Buntrock
------------------------------------
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 Director, Chairman of
- --------------------------------- the Board and Chief
Dean L. Buntrock Executive Officer
/s/ Jerry E. Dempsey Director
- ---------------------------------
Jerry E. Dempsey
/s/ Phillip B. Rooney Director
- ---------------------------------
Phillip B. Rooney
/s/ Donald F. Flynn Director
- ---------------------------------
Donald F. Flynn
/s/ Peter H. Huizenga Director
- ---------------------------------
Peter H. Huizenga
/s/ Peer Pedersen Director February 29, 1996
- ---------------------------------
Peer Pedersen
/s/ James R. Peterson Director
- ---------------------------------
James R. Peterson
/s/ Alexander B. Trowbridge Director
- ---------------------------------
Alexander B. Trowbridge
/s/ Howard H. Baker, Jr. Director
- ---------------------------------
Howard H. Baker, Jr.
/s/ H. Jesse Arnelle Director
- ---------------------------------
H. Jesse Arnelle
/s/ Pastora San Juan Cafferty Director
- ---------------------------------
Pastora San Juan Cafferty
/s/ James B. Edwards Director
- ---------------------------------
James B. Edwards
/s/ Thomas C. Hau Vice President, Controller
- --------------------------------- and Principal Accounting
Thomas C. Hau Officer
/s/ James E. Koenig Senior Vice President,
- --------------------------------- Treasurer and Principal
James E. Koenig Financial Officer
</TABLE>
5
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION(1)
- ------- --------------
4.01 Restated Certificate of Incorporation of WMX Technologies, Inc.
("WMX"), as amended as of May 24, 1985 (incorporated by reference to
Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended June
30, 1985)
4.02 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c)
to WMX's registration statement on Form S-8, Registration No. 33-6265)
4.03 Certificate of Designation of Preferred Stock of WMX, filed January
30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986
annual report on Form 10-K)
4.04 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 15, 1987 (incorporated by reference to Exhibit
4.5(d) to WMX's registration statement on Form S-4, Registration No.
33-15518)
4.05 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to
WMX's registration statement on Form S-3, Registration No. 33-30190)
4.06 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to
WMX's registration statement on Form S-8, Registration No. 33-35936)
4.07 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to
WMX's report on Form 8-K dated May 14, 1993)
4.08 Conformed copy of Restated Certificate of Incorporation of WMX, as
amended (incorporated by reference to Exhibit 4(b) to WMX's report on
Form 8-K dated May 14, 1993)
4.09 By-laws of WMX, as amended and restated as of January 28, 1995
(incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report
on Form 10-K)
4.10 Rights Agreement dated as of February 6, 1987, between WMX and Harris
Trust and Savings Bank, which includes as Exhibit A the form of
Certificate of Designation of Preferred Stock, as Exhibit B, the form
of Rights Certificate and, as Exhibit C, the Summary of Rights
(incorporated by reference to Exhibit 4 to WMX's report on Form 8-K
dated January 26, 1987)
4.11 Certificate of Adjustment relating to April 1987 stock split pursuant
to Section 12 of the Rights Agreement (incorporated by reference to
Exhibit 4.3(b) to WMX's registration statement on Form S-1,
Registration No. 33-13839)
4.12 Certificate of Adjustment relating to December 1989 stock split
pursuant to Section 12 of the Rights Agreement (incorporated by
reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form 10-K)
4.13 WMX Technologies, Inc. 1996 Replacement Stock Option Plan
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.
EX-1
<PAGE>
EXHIBIT
NUMBER DESCRIPTION(1)
- ------- --------------
5 Opinion of Thomas A. Witt, Esq., re: legality
15 None
23.01 Consent of Arthur Andersen LLP as Independent Public Accountants
23.02 Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5)
24 None
28 None
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.
EX-2
<PAGE>
Exhibit 4.13
WMX TECHNOLOGIES, INC.
1996 REPLACEMENT STOCK OPTION PLAN
--------------------
1. STATEMENT OF PURPOSE. The purpose of this Replacement Stock Option
Plan (the "Plan") is to benefit WMX TECHNOLOGIES, INC. (the "Company") and its
subsidiaries and affiliated companies by facilitating the acquisition of other
corporations. The Plan shall be used only to grant replacement options to any
person holding an option to acquire stock of a corporation that the Company
proposes to acquire or has acquired.
2. ADMINISTRATION. Except as provided in Paragraph 12 hereof, the Plan
shall be administered by a Stock Option Committee (the "Committee"), consisting
of not less than two directors of the Company appointed by the Board of
Directors, whose interpretation of the terms and provisions of the Plan and
whose determination of matters pertaining to options granted under the Plan
shall be final and conclusive. The Company may enter into an agreement with any
of its subsidiaries to delegate to such subsidiary the right to grant options
pursuant to the Plan. If the Company enters into any such agreement, the term
"Committee" shall also include a committee of not less that two directors of the
subsidiary, to be appointed by the board of directors of the subsidiary.
3. ELIGIBILITY. Options shall be granted only to persons holding an
option to acquire shares of stock of corporations which are to be acquired, or
have been acquired, by the Company. Options shall not be granted to any member
of the Committee, any executive officer of the Company (within the meaning of
Section 16 of the Securities Exchange Act of 1934), any director of the Company
or any person who is directly or indirectly the beneficial owner of more than 10
percent of the outstanding shares of common stock of the Company at the time
such option is granted (each such person receiving options granted under the
Plan and each other person entitled to exercise an option granted under the Plan
is referred to herein as an "Optionee").
4. GRANTING OF OPTIONS. (a) The Committee may grant options under which a
total of not in excess of 700,000 shares of the common stock of the Company may
be purchased from the Company, subject to adjustment as provided in Paragraph 11
hereof. Options granted under the Plan are intended not to be treated as
incentive stock options as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
(b) No options shall be granted under the Plan subsequent to February 1,
2006. In the event that an option expires or is terminated or cancelled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a cancelled option). Shares subject to
options may be made available from unissued or reacquired shares of common
stock.
(c) Nothing contained in the Plan or in any option granted pursuant
thereto shall confer upon any Optionee any right to be continued in the
employment of, or a consulting arrangement with, the Company or any subsidiary
or affiliated company of the Company,
<PAGE>
or interfere in any way with the right of the Company or its subsidiaries or any
affiliated company to terminate his or her employment or consulting arrangement
at any time.
5. OPTION PRICE. The option price shall be determined by the Committee at
the date the grant of such option and may be less than the fair market value of
the stock subject to the option.
6. DURATION OF OPTIONS, INCREMENTS, AND EXTENSIONS. Subject to the
provisions of Paragraph 9 hereof, each option shall be for such term of not more
than ten years, as shall be determined by the Committee at the date of the
grant. Each option shall become exercisable at the time or times, and with
respect to the number of shares, determined by the Committee at the date of
grant. The Committee may in its discretion (a) accelerate the exercisability of
any option, subject to such terms and conditions as the Committee deems
necessary and appropriate to effectuate the purpose of the Plan, which may
include, without limitation, a requirement that the Optionee grant to the
Company an option to repurchase all or a portion of the number of shares
acquired upon exercise of the accelerated option for their fair market value, as
determined by the Committee, as of the date of acceleration; or (b) at any time
prior to the expiration or termination of any option previously granted, extend
the term of any option for such additional period or periods as the Committee,
in its discretion, may determine. In no event, however, shall the aggregate
option period with respect to any option, including the original term of the
option and any extensions thereof, exceed ten years. Subject to the foregoing,
all or any part of the shares as to which the right to purchase has accrued may
be purchased at the time of such accrual or at any time or times thereafter
during the option term. The Committee may make any option granted under the Plan
subject to such other terms and conditions as the Committee in its sole
discretion may decide.
7. CHANGE IN CONTROL. (a) Any option previously granted under the Plan to
an Optionee who is an employee or consultant of the Company or any of its
subsidiaries or affiliated companies on the date of a "Change in Control" shall
be immediately exercisable in full on or after such date during its term,
without regard to any times of exercise established under Paragraph 6 hereof.
The term "Change in Control" shall mean the occurrence, at any time during the
specified term of an option granted under the Plan, of any of the following
events:
(i) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person (an "Acquiror") and as a result
of such merger, consolidation or reorganization less than 75% of the
outstanding voting securities or other capital interests of the surviving,
resulting or acquiring corporation or other legal person are owned in the
aggregate by the stockholders of the Company, directly or indirectly,
immediately prior to such merger, consolidation or reorganization, other
than the Acquiror or any corporation or other legal person controlling,
controlled by or under common control with the Acquiror;
(ii) The Company sells all or substantially all of its business and/or
assets to an Acquiror, of which less than 75% of the outstanding voting
securities or other capital interests are owned in the aggregate by the
stockholders of the Company, directly or
2
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indirectly, immediately prior to such sale, other than any corporation or
other legal person controlling, controlled by or under common control with
the Acquiror;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person or group (as the terms "person" and "group" are
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and the
rules and regulations promulgated thereunder) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of 20% or
more of the issued and outstanding shares of voting securities of the
Company; or
(iv) During any period of two consecutive years, individuals who at the
beginning of any such period constitute the directors of the Company cease
for any reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's stockholders, of
each new director of the Company was approved by a vote of at least two-
thirds of such directors of the Company then still in office who were
directors of the Company at the beginning of any such period.
(b) Notwithstanding any other provisions in the Plan, prior to the passage
of one year from and after any Change in Control, each Optionee shall have the
right to require the Company (or, if the Company is not the survivor of a
merger, consolidation or reorganization with an Acquiror, the Acquiror) to
purchase from him or her any or all unexercised options granted under the Plan
at a purchase price equal to (i) the excess of the fair market value per share
over the option price multiplied by (ii) the number of option shares specified
by the Optionee for purchase in a written notice to the Company (or, if the
Company is not the survivor of a merger, consolidation or reorganization with an
Acquiror, the Acquiror), attention of the Secretary.
(c) For purposes of Paragraph 7(b) above, "fair market value per share"
shall mean, (i) except in the case of a merger, consolidation or reorganization
with an Acquiror in which the Company is not the survivor (a "Termination
Merger"), the higher of (A) the average of the highest sales price per share of
the Company's common stock on the New York Stock Exchange Composite Tape (as
reported in The Wall Street Journal, Midwest Edition) (or, if the Company's
common stock is not then traded on the New York Stock Exchange, on the principal
market where such common stock is actively traded) on each of the five trading
days immediately preceding the date the Optionee so notifies the Company or (B)
the average of the highest sales price per share of the Company's common stock
on the New York Stock Exchange Composite Tape (as reported in The Wall Street
Journal, Midwest Edition) (or if the Company's common stock is not then traded
on the New York Stock Exchange, reported on the principal market where such
common stock is actively traded) on each of the five trading days immediately
preceding the date of the Change in Control, and (ii) in the case of a
Termination Merger, the higher of (C) the fair market value of the consideration
receivable per share by holders of common stock of the Company in such
Termination Merger, which fair market value as to any securities included in
such consideration shall be the average of the highest sales price per unit of
such security on the
3
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New York Stock Exchange Composite Tape (as reported in The Wall Street Journal,
Midwest Edition) (or if such security is not traded on the New York Stock
Exchange, reported on the principal market where such security is actively
traded) on each of the five trading days immediately preceding the date of the
Termination Merger and as to any such security not actively traded in any market
and as to all other property included in such consideration, shall be the amount
determined by the Committee in its discretion or (D) the amount determined
pursuant to clause (c)(i)(B) of this Paragraph 7. The amount payable to each
Optionee by the Company or Acquiror, as the case may be, shall be in cash or by
certified check and shall be reduced by any taxes required to be withheld.
8. EXERCISE OF OPTION. (a) An option may be exercised by giving written
notice to the Company, attention of the Secretary, specifying the number of
shares to be purchased, accompanied by the full purchase price for the shares to
be purchased either in cash, by check, by a promissory note in a form specified
by the Company or by shares of the Company's common stock or by a combination of
these methods of payment. For this purpose, the per share value of the Company's
common stock shall be the fair market value on the date of exercise (or, if the
date of exercise is not a trading day, on the trading day next preceding the
date of exercise), which shall, unless the Committee otherwise determines, be
the average of the highest and lowest sales prices of the Company's common stock
on the New York Stock Exchange Composite Tape (as reported in The Wall Street
Journal, Midwest Edition) on such date.
(b) In connection with the exercise of options granted under the Plan, the
Company may make loans to such Optionees as the Committee, in its discretion,
may determine. Such loans shall be subject to the following terms and conditions
and such other terms and conditions as the Committee shall determine not
inconsistent with the Plan. Such loans shall bear interest at such rates as the
Committee shall determine from time to time, which rates may be below then
current market rates or may be made without interest. In no event may any such
loan exceed the fair market value, at the date of exercise, of the shares
covered by the option, or portion thereof, exercised by the Optionee. No loan
shall have an initial term exceeding two years, but any such loan may be
renewable at the discretion of the Committee. When a loan shall have been made,
shares of common stock of the Company having a fair market value at least equal
to 150 percent of the principal amount of the loan shall be pledged by the
Optionee to the Company as security for payment of the unpaid balance of the
loan.
(c) At the time of the exercise of any option, the Company may require, as
a condition of the exercise of such option, the Optionee to pay the Company an
amount equal to the amount of the tax the Company or its subsidiary or Related
Company may be required to withhold to obtain a deduction for federal and state
income tax purposes as a result of the exercise of such option by the Optionee
or to comply with applicable law.
(d) At any time when an Optionee is required to pay an amount required to
be withheld under applicable income tax or other laws in connection with the
exercise of an option, the Optionee may satisfy this obligation in whole or in
part by making an election ( "Election") to have the Company withhold shares of
common stock of the Company, or, if the Committee so determines, by delivering
shares of common stock of the Company
4
<PAGE>
("Delivery"), having a value equal to the amount required to be withheld. The
value of the shares to be withheld or delivered shall be based on the fair
market value of the common stock of the Company on the date that the amount of
tax to be withheld shall be determined (the "Tax Date"), which shall, unless the
Committee otherwise determines, be the average of the highest and lowest sales
prices of the Company's common stock reported on the New York Stock Exchange
Composite Tape on the Tax Date (as reported in The Wall Street Journal, Midwest
Edition). Each Election or Delivery must be made on or prior to the Tax Date and
shall be irrevocable. The Committee may disapprove any Election or Delivery or
may suspend or terminate the right to make Elections or Deliveries. If an
Optionee is a person described in Section 16(a) of the Exchange Act, then an
Election is subject to the following additional restrictions: (i) no election
shall be effective for a Tax Date which occurs within six months of the grant of
the option; and (ii) the Election must be made either (A) six months prior to
the Tax Date, (B) during a period beginning on the third business day following
the date of release for publication of the Company's quarterly or annual summary
consolidated statements of revenue and income and ending on the twelfth business
day following such date or (C) more than six months and one day from the later
of the date of the grant of the option hereunder to such person or the date of
the most recent transaction by such person which is treated as a purchase of the
common stock of the Company pursuant to the Exchange Act and the rules and
regulations thereunder, and which is not exempt from Section 16(b) of the
Exchange Act.
(e) At the time of any exercise of any option, the Company may, if it
shall determine it necessary or desirable for any reason, require the Optionee
(or his heirs, legatees, or legal representative, as the case may be) as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate delivered
to the Optionee upon his exercise of part or all of the option and a stop
transfer order may be placed with the transfer agent. Each option shall also be
subject to the requirement that, if at any time the Company determines, in its
discretion, that the listing, registration or qualification of the shares
subject to the option upon any securities exchange or under any state, federal
or foreign law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the issue or
purchase of shares thereunder, the option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company.
9. TERMINATION OF EMPLOYMENT OR CONSULTING ARRANGEMENT--EXERCISE
THEREAFTER. (a) In the event the employment or consulting arrangement of an
Optionee with the Company or any of its subsidiaries or affiliated companies is
terminated for any reason other than death, permanent disability or retirement,
such Optionee's option shall expire and all rights to purchase shares pursuant
thereto shall terminate immediately. Temporary absence from employment because
of illness, vacation, approved leaves of absence, and transfers of employment
among the Company and its subsidiaries and affiliated companies, shall not be
considered to terminate employment or to interrupt continuous employment.
Temporary cessation of the provision of consulting services because of illness,
vacation or any other reason approved in advance by the Company shall not be
considered a termination of the
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consulting arrangement or an interruption of the continuity thereof. Conversion
of an Optionee's employment relationship to a consulting arrangement shall not
result in termination of previously granted options.
(b) In the event of termination of employment or consulting arrangement
because of death or permanent disability (as that term is defined in Section
22(e)(3) of the Code, as now in effect or as shall be subsequently amended), the
option may be exercised in full, without regard to any times of exercise
established under Paragraph 6 hereof, by the Optionee or, if the Optionee is not
living, by the Optionee's heirs, legatees, or legal representatives, as the case
may be, during its specified term prior to three years after the date of death
or permanent disability. In the event of termination of employment because of
retirement, the option may be exercised by the Optionee or, if the Optionee dies
after such termination, by the Optionee's heirs, legatees, or legal
representatives, as the case may be, at any time during its specified term prior
to three years after the date of such termination, but only to the extent the
option was exercisable at the date of such termination.
(c) The Committee may vary the terms of this Paragraph 9 for any
particular option by action taken at the time such option is granted. In the
case of an option granted to a person who is not or who does not intend to
become or remain an employee of the Company, the Committee may provide that the
provisions of this Paragraph 9 shall not apply to the option.
10. NON-TRANSFERABILITY OF OPTIONS. No option shall be transferable by
the Optionee otherwise than by will or the laws of descent and distribution and
each option shall be exercisable during an Optionee's lifetime only by the
Optionee or by the Optionee's legal representative.
11. ADJUSTMENT. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
Company's outstanding common stock is changed by any stock dividend, stock split
or combination of shares, the number of shares subject to the Plan and to
options granted thereunder shall be proportionately adjusted; (b) in the event
of any merger, consolidation or reorganization of the Company with any other
corporation or corporations there shall be substituted, on an equitable basis as
determined by the Committee, for each share of common stock then subject to the
Plan and for each share of common stock then subject to an option granted under
the Plan, the number and kind of shares of stock, other securities, cash or
other property to which the holders of common stock of the Company will be
entitled pursuant to the transaction; and (c) in the event of any other relevant
change in the capitalization of the Company, the Committee shall provide for an
equitable adjustment in the number of shares of common stock then subject to the
Plan and to each share of common stock then subject to an option granted under
the Plan. In the event of any such adjustment, the exercise price per share
shall be proportionately adjusted.
12. AMENDMENT OF PLAN. The Board of Directors of the Company or any
authorized committee thereof may amend or discontinue the Plan at any time.
However, no such amendment or discontinuance shall (a) without the consent of
the Optionee change or
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impair any option previously granted, or (b) without the approval of the holders
of a majority of the shares of the voting common stock of the Company which vote
in person or by proxy at a duly held stockholders' meeting, (i) increase the
maximum number of shares which may be purchased by all employees, (ii) change
the minimum purchase price, or (iii) change the limitations on the option period
or increase the time limitations on the grant of options.
13. EFFECTIVE DATE. The Plan is effective as of February 1, 1996.
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EXHIBIT 5
WMX LETTERHEAD
February 29, 1996
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Dear Sirs:
I am Associate General Counsel for WMX Technologies, Inc., a Delaware
corporation (the "Company"), and have acted as such in connection with the
proposed filing with the Securities and Exchange Commission expected to be made
on or about February 29, 1996 under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering shares of the Company's common stock, par value $1.00 per
share (the "Shares"), to be issued in accordance with, and upon the exercise of
options granted pursuant to, the WMX Technologies, Inc. 1996 Replacement Stock
Option Plan (the "Plan"). In such capacity, I, or attorneys acting under my
direction, have examined the Restated Certificate of Incorporation and By-Laws
of the Company, the Plan, and such other documents of the Company as I have
deemed necessary or appropriate for the purposes of the opinion expressed
herein.
Based upon the foregoing, I advise you that:
1. The Company is a corporation duly organized and legally existing under the
laws of the State of Delaware.
2. The Company has taken all action necessary to authorize the issuance of
the Shares in accordance with the Plan and upon the exercise of options granted
pursuant to the Plan.
3. Such of the Shares as may be issued in accordance with the Plan and upon
the exercise of options granted pursuant to the Plan will, upon such issuance,
constitute legally issued, fully paid and nonassessable Shares of the Company.
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 or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Thomas A. Witt
Thomas A. Witt
Vice President, Assistant Secretary
and Associate General Counsel
/lsl
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 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
the WMX Technologies, Inc. Form 10-K for the year ended December 31, 1994.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 29, 1996
