<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WASTE CONNECTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4953 94-3283464
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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2260 DOUGLAS BOULEVARD, SUITE 280
ROSEVILLE, CALIFORNIA 95661
(916) 772-2221
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RONALD J. MITTELSTAEDT
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
WASTE CONNECTIONS, INC.
2260 DOUGLAS BOULEVARD, SUITE 280
ROSEVILLE, CALIFORNIA 95661
(916) 772-2221
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
CAROLYN S. REISER, ESQ.
SHARTSIS, FRIESE & GINSBURG LLP
ONE MARITIME PLAZA, 18TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 421-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] Registration No. 333-59199
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE(1) REGISTRATION FEE
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Common Stock, $0.01 par value........... 644,165 shares $11,212,500 $3,307.69
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average high and low sales prices
of the Common Stock reported by the Nasdaq National Market on October 9,
1998.
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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 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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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement incorporates by reference the Registration
Statement on Form S-4 and Post-Effective Amendment No. 1 thereto (Registration
No. 333-59199) filed previously by Waste Connections, Inc., with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). This Registration Statement is filed solely to register an
additional 644,165 shares of the Registrant's Common Stock pursuant to Rule
462(b) under the Securities Act.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
EXHIBITS.
All Exhibits filed with Registration Statement No. 333-59199 are
incorporated by reference into, and shall be deemed a part of, this Registration
Statement, except the following, which are filed herewith or specifically
incorporated by reference herein from Registration Statement No. 333-599199.
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EXHIBIT NO. DESCRIPTION
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5.1 Opinion of Shartsis, Friese & Ginsburg LLP
23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in
opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Grant Thornton LLP, Independent Auditors
23.4 Consent of Williams, Kastner & Gibbs PLLC
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II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Roseville, State of
California, on October 13, 1998.
WASTE CONNECTIONS, INC.
By: /s/ RONALD J. MITTELSTAEDT
------------------------------------
Ronald J. Mittelstaedt
President, Chief Executive Officer
and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 13, 1998.
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SIGNATURE TITLE DATE
--------- ----- ----
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/s/ RONALD J. MITTELSTAEDT President, Chief Executive October 13, 1998
- ----------------------------------------------------- Officer and Chairman
Ronald J. Mittelstaedt
/s/ EUGENE V. DUPREAU Director and Vice President -- October 13, 1998
- ----------------------------------------------------- Madera
Eugene V. Dupreau
/s/ MICHAEL W. HARLAN Director October 13, 1998
- -----------------------------------------------------
Michael W. Harlan
/s/ WILLIAM J. RAZZOUK Director October 13, 1998
- -----------------------------------------------------
William J. Razzouk
/s/ STEVEN F. BOUCK Executive Vice President and October 13, 1998
- ----------------------------------------------------- Chief Financial Officer
Steven F. Bouck
/s/ MICHAEL R. FOOS Vice President and Corporate October 13, 1998
- ----------------------------------------------------- Controller
Michael R. Foos
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II-2
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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<C> <S> <C>
5.1 Opinion of Shartsis, Friese & Ginsburg LLP..................
23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in
opinion filed as Exhibit 5.1)...............................
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Grant Thornton LLP, Independent Auditors.........
23.4 Consent of Williams, Kastner & Gibbs PLLC...................
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<PAGE> 1
EXHIBIT 5.1
October 13, 1998
Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Ladies and Gentlemen:
We have acted as counsel for Waste Connections, Inc. (the "Company") in
connection with its Registration Statement on Form S-4 filed on October 13,
1998, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to 644,165 shares of the Company's Common Stock,
$0.01 par value, to be sold by the Company. We are of the opinion that the
shares being so registered for sale have been duly authorized and, when sold
and delivered as contemplated in such Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such Registration Statement.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG
LLP
By /s/ Carolyn S. Reiser
-------------------
Carolyn S. Reiser
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-4) of Waste Connections, Inc. for the registration of 644,165 shares of its
common stock of our report dated March 6, 1998, with respect to the financial
statements of Waste Connections, Inc. included in Post Effective Amendment No. 1
to its Registration Statement (Form S-4 No. 333-59199) and related Prospectus
for the registration of 3,000,000 shares of its common stock as filed with the
Securities and Exchange Commission.
Our audits also included the financial statement schedule of Waste Connections,
Inc. and Predecessors listed in Item 21(b) of Post Effective Amendment No. 1 to
its Registration Statement (Form S-4 No. 333-59199) and related Prospectus for
the registration of 3,000,000 shares of its common stock as filed with the
Securities and Exchange Commission. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration Statement
(Form S-4) of Waste Connections, Inc. for the registration of 644,165 shares of
its common stock of our report dated February 20, 1998, with respect to the
financial statements of Madera Disposal Systems, Inc. included in Post Effective
Amendment No. 1 to the Registration Statement (Form S-4 No. 333-59199) and
related Prospectus of Waste Connections, Inc. for the registration of 3,000,000
shares of its common stock as filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference in the Registration Statement
(Form S-4) of Waste Connections, Inc. for the registration of 644,165 shares of
its common stock of our report dated July 8, 1998, with respect to the
financial statements of Arrow Sanitary Service, Inc. included in Post Effective
Amendment No. 1 to the Registration Statement (Form S-4 No. 333-59199) and
related Prospectus of Waste Connections, Inc. for the registration of 3,000,000
shares of its common stock as filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
October 12, 1998
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EXHIBIT 23.3
CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITORS
We have issued our report dated August 24, 1998 accompanying the financial
statements of Shrader Refuse and Recycling Service Company included in the Post
Effective Amendment No. 1 to the Registration Statement (Form S-4 No.
333-59199, effective September 4, 1998) and related Prospectus of Waste
Connections, Inc. which is incorporated by reference in this Registration
Statement (Form S-4) for the registration of 644,165 shares of its common
stock. We consent to the incorporation by reference in this Registration
Statement of the aforementioned report and to the use of our name as it appears
under the caption "Experts."
/s/ Grant Thornton LLP
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Lincoln, Nebraska
October 13, 1998
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EXHIBIT 23.4
CONSENT OF WILLIAMS, KASTNER & GIBBS PLLC
We consent to the reference to our firm under the caption "Legal Matters" in
the October 1998 Registration Statement (Form S-4) of Waste Connections, Inc.
filed to increase by twenty percent the number of shares registered under the
Registration Statement on Form S-4 (Registration No. 333-59199).
/s/ WILLIAMS, KASTNER & GIBBS, PLLC
Williams, Kastner & Gibbs, PLLC
Seattle, Washington
October 12, 1998
