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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WASTE CONNECTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<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)
</TABLE>
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:
<TABLE>
<S> <C>
CAROLYN S. REISER, ESQ. STEPHEN A. RIDDICK, ESQ.
SHARTSIS, FRIESE & GINSBURG LLP PIPER & MARBURY L.L.P.
ONE MARITIME PLAZA, 18TH FLOOR 36 SOUTH CHARLES STREET
(415) 421-6500 BALTIMORE, MARYLAND 21201
SAN FRANCISCO, CALIFORNIA 94111 (410) 539-2530
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this 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, please 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, please 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.
333-70253
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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(d)
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 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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AMOUNT PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE(2) REGISTRATION FEE
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Common Stock, $0.01 par value........... 287,500 shares $5,031,250 $1,398.69
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(1) Includes 37,500 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) 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 January 5,
1999, which were used to estimate the maximum aggregate offering price for
Form S-1, Registration No. 333-70253.
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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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<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with Rule 429 under the Securities Act, this Registration
Statement incorporates by reference the contents of the Registration Statement
on Form S-1 (Registration No. 333-70253) filed previously by Waste Connections,
Inc., with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act") relating to the offering of 3,250,000
shares of Common Stock of Waste Connections, Inc. plus up to 487,500 shares that
may be sold pursuant to the underwriters' over-allotment option. This
Registration Statement is filed solely to register an additional 287,500 shares
of the Registrant's Common Stock pursuant to Rule 462(b) under the Securities
Act.
CERTIFICATION
Waste Connections hereby certifies to the SEC that (1) Waste Connections
has instructed its bank to pay the SEC the filing fee provided on the cover page
of this Registration Statement by a wire transfer of such amount to the SEC's
account at Mellon Bank as soon as practicable (but not later than the close of
business on February 4, 1999), (2) Waste Connections will not revoke such
instructions, (3) Waste Connections has sufficient funds in the relevant account
to cover the amount of such filing fee, and (4) Waste Connections will confirm
receipt of such instructions by Waste Connections' bank during the bank's
regular business hours no later than February 4, 1999.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
EXHIBITS.
All Exhibits filed with or incorporated by reference in Registration
Statement No. 333-70253 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. 333-70253.
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<CAPTION>
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 PricewaterhouseCoopers LLP
23.5 Consent of Williams, Kastner & Gibbs PLLC
</TABLE>
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 February 4, 1999.
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 February 4, 1999.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ RONALD J. MITTELSTAEDT President, Chief Executive February 4, 1999
- ----------------------------------------------------- Officer and Chairman
Ronald J. Mittelstaedt
/s/ EUGENE V. DUPREAU* Director and Vice President -- February 4, 1999
- ----------------------------------------------------- Madera
Eugene V. Dupreau
/s/ MICHAEL W. HARLAN* Director February 4, 1999
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Michael W. Harlan
/s/ WILLIAM J. RAZZOUK* Director February 4, 1999
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William J. Razzouk
/s/ STEVEN F. BOUCK* Executive Vice President and February 4, 1999
- ----------------------------------------------------- Chief Financial Officer
Steven F. Bouck
/s/ MICHAEL R. FOOS* Vice President and Corporate February 4, 1999
- ----------------------------------------------------- Controller
Michael R. Foos
* /s/ RONALD J. MITTELSTAEDT
- -----------------------------------------------------
Ronald J. Mittelstaedt
Attorney-in-Fact
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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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 PricewaterhouseCoopers LLP.......................
23.5 Consent of Williams, Kastner & Gibbs PLLC...................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 4, 1999
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-1 filed on February 4,
1999, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to 287,500 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
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Carolyn S. Reiser
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-1) of Waste Connections, Inc. for the registration of 287,500 shares of its
common stock of our report dated March 6, 1998, with respect to the financial
statements of Waste Connections, Inc. included in Amendment No. 2 to its
Registration Statement (Form S-1 No. 333-70253) and related Prospectus for the
registration of 3,737,500 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 16(b) of its Registration Statement (Form
S-1 No. 333-70253) and related Prospectus for the registration of 3,737,500
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-1) of Waste Connections, Inc. for the registration of 287,500 shares of
its common stock of our report dated October 2, 1998 (except for Note 12, as to
which the date is October 22, 1998) with respect to the combined financial
statements of the Murrey Companies included in Amendment No. 2 to the
Registration Statement (Form S-1 No. 333-70253) and related Prospectus for the
registration of 3,737,500 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-1) of Waste Connections, Inc. for the registration of 287,500 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 Amendment No.
2 to the Registration Statement (Form S-1 No. 333-70253) and related Prospectus
for the registration of 3,737,500 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-1) of Waste Connections, Inc. for the registration of 287,500 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 Amendment No. 2 to the
Registration Statement (Form S-1 No. 333-70253) and related Prospectus for the
registration of 3,737,500 shares of its common stock as filed with the
Securities and Exchange Commission.
1
<PAGE> 2
We also consent to the incorporation by reference in the Registration Statement
(Form S-1) of Waste Connections, Inc. for the registration of 287,500 shares of
its common stock of our report dated August 26, 1998, with respect to the
financial statements of Contractor's Waste Removal, L.C., included in Amendment
No. 2 to the Registration Statement (Form S-1 No. 333-70253) and related
Prospectus for the registration of 3,737,500 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-1) of Waste Connections, Inc. for the registration of 287,500 shares of
its common stock of our report dated July 31, 1998, with respect to the
financial statements of Curry Transfer and Recycling, Inc. included in Amendment
No. 2 to the Registration Statement (Form S-1 No. 333-70253) and related
Prospectus for the registration of 3,737,500 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-1) of Waste Connections, Inc. for the registration of 287,500 shares of
its common stock of our report dated December 30, 1998, with respect to the
financial statements of Butler County Landfill, Inc. included in Amendment No. 2
to the Registration Statement (Form S-1 No. 333-70253) and related Prospectus
for the registration of 3,737,500 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-1) of Waste Connections, Inc. for the registration of 287,500 shares of
its common stock of our report dated January 19, 1999, with respect to the
supplemental consolidated financial statements of Waste Connections, Inc. and
Predecessors included in Amendment No. 2 to the Registration Statement (Form S-1
No. 333-70253) and related Prospectus for the registration of 3,737,500 shares
of its common stock as filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
February 1, 1999
2
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EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated August 24, 1998, October 1, 1998 and October 7,
1998, accompanying the financial statements of Shrader Refuse and Recycling
Service Company, B&B Sanitation, and J & J Sanitation, respectively. These
reports and financial statements are contained in the Amendment No. 2 to the
Registration Statement (Form S-1 No. 333-70253) and related Prospectus of Waste
Connections, Inc. and are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in this Registration
Statement and related Prospectus of the aforementioned reports, and to the use
of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Lincoln, Nebraska
February 4, 1999
<PAGE> 1
EXHIBIT 23.4
We consent to the inclusion in this registration statement on Form S-1 of Waste
Connections, Inc. to register additional shares of common stock relating to
registration statement on Form S-1 (File No. 333-70253) and the related
prospectus of Waste Connections, Inc. of our report dated October 30, 1998, on
our audit of the combined financial statements of Amador Disposal Services,
Inc. and Mother Lode Sani-Hut, Inc. We also consent to the reference to our
firm under the caption "Experts".
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
Sacramento, California
February 4, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF WILLIAMS, KASTNER & GIBBS PLLC
We consent to the reference to our firm under the caption "Legal Matters" in
the February 1999 Registration Statement (Form S-1) of Waste Connections, Inc.
filed to increase by 287,500 the number of shares registered under the
Registration Statement on Form S-1 (Registration No. 333-70253).
WILLIAMS, KASTNER & GIBBS, PLLC
/s/ Williams, Kastner & Gibbs, PLLC
Seattle, Washington
February 4, 1999
