<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1998
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
WASTE MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 36-2660763
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3003 Butterfield Road
Oak Brook, Illinois 60523
(Address of Registrant's Principal Executive Offices)
______________________
WASTE MANAGEMENT, INC. 1997 EQUITY INCENTIVE PLAN;
1992 STOCK OPTION PLAN OF WHEELABRATOR TECHNOLOGIES INC. AND ITS SUBSIDIARIES;
1991 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF
WHEELABRATOR TECHNOLOGIES INC. AND ITS SUBSIDIARIES; AND
1988 STOCK PLAN FOR EXECUTIVE EMPLOYEES OF
WHEELABRATOR TECHNOLOGIES INC. AND ITS SUBSIDIARIES
(Full Title of the Plan)
______________________
Herbert A. Getz
Senior Vice President and Secretary
Waste Management, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60523
(630) 572-8800
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
______________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Unit Offering Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share (2) 5,652,534 Shares $29.8946 $168,980,243 $49,850
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an indeterminate number of shares of
Common Stock which may be issuable under the antidilution and other
adjustment provisions of the plans pursuant to Rule 416(a) of the Securities
Act of 1933, as amended (the "Securities Act").
(2) This amount reflects an aggregate of: (i) 4,000,000 shares of Common Stock
which are issuable pursuant to stock options granted at a weighted average
exercise price of $30.2982 per share under the Waste Management, Inc. 1997
Equity Incentive Plan; (ii) 1,494,037 shares of Common Stock which are
issuable pursuant to stock options granted at a weighted average exercise
price of $30.4167 per share under the 1992 Stock Option Plan of Wheelabrator
Technologies Inc. and its Subsidiaries; (iii) 3,180 shares of Common Stock
which are issuable pursuant to stock options granted at a weighted average
exercise price of $31.2500 per share under the 1991 Stock Option Plan for
Non-Employee Directors of Wheelabrator Technologies Inc. and its
Subsidiaries; and (iv) 155,317 shares of Common Stock which are issuable
pursuant to stock options granted at a weighted average exercise price of
$14.4488 per share under the 1988 Stock Plan for Executive Employees of
Wheelabrator Technologies Inc. and its Subsidiaries.
===============================================================================
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated By Reference.
Waste Management , Inc. (the "Company") incorporates herein by
reference the following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission"):
(1) 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;
(2) All other reports filed by the Company pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the annual report or the
financial statements contained in the prospectus referred to in (1) above;
and
(3) The description of the Company's Common Stock which is contained
in the registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, 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, including financial statements,
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.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
3
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation 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 such person in connection with any action,
suit or proceeding in which such person 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, as amended, filed as exhibits 4.1 through
4.8 to this registration statement, and section 6 of article seventh of the
Company's bylaws, filed as exhibit 4.9 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.
The directors and officers of the Company are insured under insurance
policies maintained by the Company, and the directors and executive officers of
the Company are parties to indemnification agreements with the Company,
indemnifying them, subject to the limitations of the policies and agreements,
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.
Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, the
Company 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.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits
The exhibits to this registration statement are listed in the Exhibit
Index, which appears elsewhere herein and is hereby incorporated by reference.
Item 9. Undertakings
(a) The Company hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
4
<PAGE>
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this 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 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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)-(g) Inapplicable.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the provisions described under Item 6 above, or
otherwise, the Company 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 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 Securities Act and will be governed by the final
adjudication of such issue.
(I)-(j) Inapplicable.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 May 11, 1998.
WASTE MANAGEMENT, INC.
By: /s/ Robert S. Miller
---------------------------------
Robert S. Miller
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert S. Miller Director, Chairman of the Board and 5/11/98
- ------------------------------- Chief Executive Officer
Robert S. Miller
/s/ Jerry E. Dempsey Director 5/11/98
- -------------------------------
Jerry E. Dempsey
/s/ Donald F. Flynn Director 5/11/98
- -------------------------------
Donald F. Flynn
/s/ Peer Pedersen Director 5/11/98
- -------------------------------
Peer Pedersen
/s/ James R. Peterson Director 5/11/98
- -------------------------------
James R. Peterson
/s/ John C. Pope Director 5/11/98
- -------------------------------
John C. Pope
/s/ Alexander B. Trowbridge Director 5/11/98
- -------------------------------
Alexander B. Trowbridge
/s/ H. Jesse Arnelle Director 5/11/98
- -------------------------------
H. Jesse Arnelle
6
<PAGE>
/s/ Pastora San Juan Cafferty Director 5/11/98
- -------------------------------
Pastora San Juan Cafferty
/s/ James B. Edwards Director 5/11/98
- -------------------------------
James B. Edwards
/s/ Paul M. Montrone Director 5/11/98
- -------------------------------
Paul M. Montrone
/s/ Steven G. Rothmeier Director 5/11/98
- -------------------------------
Steven G. Rothmeier
/s/ Roderick M. Hills Director 5/11/98
- -------------------------------
Roderick M. Hills
/s/ Mark T. Spears Vice President, Controller and 5/11/98
- ------------------------------- Principal Accounting Officer
Mark T. Spears
/s/ Donald R. Chappel Vice President and Principal 5/11/98
- ------------------------------- Financial Officer
Donald R. Chappel
7
<PAGE>
WASTE MANAGEMENT, INC.
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit/1/
- ------- -------------------------
<C> <S>
4.1 Restated Certificate of Incorporation of registrant, as amended as of May 24, 1985
(incorporated by reference to Exhibit 4.1 to registrant's report on Form 10-Q for
the quarter ended June 30, 1985)
4.2 Certificate of Amendment of Restated Certificate of Incorporation of registrant,
recorded May 23, 1986 (incorporated by reference to Exhibit 4(C) to registrant's
registration statement on Form S-8, Registration No. 33-6265)
4.3 Certificate of Amendment of Restated Certificate of Incorporation of registrant,
recorded May 15, 1987 (incorporated by reference to Exhibit 4.5(d) to registrant's
registration statement on Form S-4, Registration No. 33-15518)
4.4 Certificate of Amendment of Restated Certificate of Incorporation of registrant,
filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to registrant's
registration statement on Form S-3, Registration No. 33-30190)
4.5 Certificate of Amendment of Restated Certificate of Incorporation of registrant,
filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to registrant's
registration statement on Form S-8, Registration No. 33-35936)
4.6 Certificate of Amendment of Restated Certificate of Incorporation of registrant,
filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to registrant's report
on Form 8-K dated May 14, 1993)
4.7 Certificate of Amendment of Restated Certificate of Incorporation of registrant,
filed May 9, 1987 (incorporated by reference to Exhibit 3(a) to registrant's report
on Form 8-K dated May 9, 1997)
4.8 Conformed copy of Restated Certificate of Incorporation of registrant, as amended
(incorporated by reference to Exhibit 3(b) to registrant's report on Form 8-K dated
May 9, 1997)
4.9 By-laws of registrant, as amended and restated as of November 4, 1997
(incorporated by reference to Exhibit 3 to registrant's report on Form 10-Q for the
quarter ended September 30, 1997)
4.10 Trust Indenture dated as of August 1, 1989 (incorporated by reference to
Exhibit 4.3(a) to registrant's 1990 annual report on Form 10-K)
4.11 First Supplemental Indenture dated as of December 1, 1990 (incorporated by
reference to Exhibit 4.3(b) to registrant's 1990 annual report on Form 10-K)
4.12 Trust Indenture dated as of June 1, 1993 (incorporated by reference to Exhibit 4 to
registrant's current report on Form 8-K dated July 15, 1993)
4.13 Credit Agreement dated as of March 31, 1998 among Waste Management, Inc.,
The Chase Manhattan Bank, as administrative agent, and the lenders named therein
(incorporated by reference to Exhibit 17(a) to Amendment No. 3 to the Waste
Management, Inc. Schedule 13E-3 filed April 9, 1998)
</TABLE>
- ---------------------
/1/ In the case of incorporation by reference to documents filed under the
Securities Exchange Act of 1934, the registrant's file number under that Act is
1-7327 and Wheelabrator Technologies Inc.'s file number under that Act is
0-14246.
Ex-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit/1/
- ------- ----------------------------------------------------------------------------------
<S> <C>
4.14 Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by reference to
Exhibit A to the registrant's Proxy Statement for its 1997 Annual Meeting of
Stockholders)
4.15 Form of Restricted Stock Award Agreement under the Waste Management, Inc.
1997 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to Post-
Effective Amendment No.2 to registrant's registration statement on Form S-1,
Registration No. 333-01327)
4.16 Wheelabrator Technologies Inc. 1992 Stock Option Plan (incorporated by reference
to Exhibit 10.45 to the 1991 annual report on Form 10-K of Wheelabrator
Technologies Inc.)
4.17 Amendment to the Wheelabrator Technologies Inc. 1992 Stock Option Plan dated
March 10, 1998
4.18 1991 Stock Option Plan for Non-Employee Directors of the Wheelabrator Technologies Inc.
("1991 Directors Plan") adopted June 10, 1991 (incorporated by reference to Exhibit
19.04 to the quarterly report on Form 10-Q for the quarter ended June 30, 1991 of
Wheelabrator Technologies Inc.)
4.19 Amendment to 1991 Directors Plan dated as of December 22, 1993 (incorporated
by reference to Exhibit 10.46 to the 1993 annual report on Form 10-K of
Wheelabrator Technologies Inc.)
4.20 Amendment to 1991 Directors Plan adopted on August 29, 1994 (incorporated by
reference to Exhibit 10.46 to the quarterly report on Form 10-Q for the
quarter ended September 30, 1994 of Wheelabrator Technologies Inc.)
4.21 1988 Stock Plan for Executive Employees of Wheelabrator Technologies Inc. and
its subsidiaries (the "WTI 1988 Stock Plan") (incorporated by reference to Exhibit
28.1 to Amendment No. 1 to the registration statement of Wheelabrator
Technologies Inc. on Form S-8, Registration No. 33-31523)
4.22 Amendments dated as of September 7, 1990 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.02 to the 1990 annual report on Form
10-K of Wheelabrator Technologies, Inc.)
4.23 Amendment dated as of November 1, 1990 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.04 to the 1990 annual report on Form
10-K of Wheelabrator Technologies, Inc.)
4.24 Agreement and Plan of Merger dated as of March 10, 1988 among USA Waste
Services, Inc. ("USA Waste"), Dome Merger Sub, Inc., and the registrant
(incorporated by reference to Exhibit 99.1 to the current report on Form 8-K dated
March 10, 1998 of USA Waste)
4.25 Agreement and Plan of Merger dated as of December 8, 1997 by and among the
registrant, WMI Merger Sub, Inc., and WTI (incorporated by reference to
Appendix A to Wheelabrator Technologies Inc.'s proxy statement for the special
meeting of stockholders held on March 30, 1998)
5.1 Opinion of Herbert A. Getz, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Herbert A. Getz, Esq. (contained in Exhibit 5.1)
</TABLE>
- -------------------
/1/ In the case of incorporation by reference to documents filed under the
Securities Exchange Act of 1934, the registrant's file number under that Act is
1-7327 and Wheelabrator Technologies Inc.'s file number under that Act is
0-14246.
Ex-2
<PAGE>
EXHIBIT 4.17
AMENDMENT
TO THE
WHEELABRATOR TECHNOLOGIES INC.
1992 STOCK OPTION PLAN
WHEREAS, Wheelabrator Technologies Inc. (the "Company"), sponsors and
maintains the Wheelabrator Technologies Inc. 1992 Stock Option Plan (the
"Plan"); and
WHEREAS, the Board of Directors or any authorized committee thereof is
authorized under the terms of the Plan to amend the Plan at any time; and
WHEREAS, the management of the Company has recommended that the Plan
be amended to provide the Company with the ability to settle stock options that
are put to the Company in the context of a transaction that constitutes a
"Change in Control" (as defined in the Plan) by the issuance of shares of stock
to enable the Company to comply with certain requirements applicable to the
pooling-of-interests method of accounting; and
WHEREAS, the Compensation and Stock Option Committee has reviewed and
concurs with such recommendation;
NOW, THEREFORE, the Company hereby amends the Plan, effective March
10, 1998, as follows:
1. The Plan is amended by adding at the end thereof the following
provision to read:
Payment in Stock. Nothwithstanding anything in this Plan or in
any option agreement to the contrary, in the event that an optionee
requires the Company to purchase from him or her any or all
unexercised options pursuant to the Change in Control provisions of
this Plan, the amount payable to such optionee by the Company or
acquiror, as the case may be, shall not be paid in cash if, in the
opinion of the Committee, it would be in the best interests of the
Company that such amount be paid in stock, in which case such amount
shall be paid in stock as the Committee shall determine.
2. Except as set forth herein, the provisions of the Plan shall
remain in effect.
IN WITNESS WHEREOF, this Amendment has been executed as of March 10,
1998, by a duly authorized officer of the Company.
/s/ Thomas A. Witt
----------------------------------------
Thomas A. Witt, Secretary
<PAGE>
Exhibit 5.1
May 4, 1998
Waste Management, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60523
Dear Sirs:
I am Senior Vice President and General Counsel for Waste Management,
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 May 4, 1998 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 Waste Management, Inc. 1997 Equity
Incentive Plan, the Wheelabrator Technologies Inc. 1992 Stock Option Plan, the
1988 Stock Plan for Executive Employees of Wheelabrator Technologies Inc. and
its Subsidiaries and the Wheelabrator Technologies Inc. 1991 Stock Option Plan
for Non-Employee Directors (the "Plans"). In such capacity, I, or attorneys
acting under my direction, have examined the Restated Certificate of
Incorporation, as amended, and By-Laws of the Company, the Plans, 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 Plans and upon the
exercise of options granted pursuant to the Plans.
3. Such of the Shares as may be issued in accordance with the Plans
and upon the exercise of options granted pursuant to the Plans 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/ Herbert A. Getz
Herbert A. Getz
Senior Vice President and
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-8 of our reports dated
February 24, 1998 (except with respect to matters discussed in Note 19, as to
which the date is March 17, 1998), included in the Waste Management, Inc. Form
10-K for the year ended December 31, 1997 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
