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As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3283464
(State of incorporation) (IRS Employer identification No.)
620 Coolidge Drive, Suite 350
Folsom, CA 95630
(Address of principal executive offices)
WASTE CONNECTIONS, INC.
SECOND AMENDED AND RESTATED
1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Ronald J. Mittelstaedt,
Chief Executive Officer and President
WASTE CONNECTIONS, INC.
620 Coolidge Drive, Suite 350
Folsom, CA 95630
(916) 608-8200
(Name, address and telephone number of agent for service)
Copies to:
Robert D. Evans, Esq.
Carolyn S. Reiser, Esq.
SHARTSIS, FRIESE & GINSBURG LLP
One Maritime Plaza, 18th Floor
San Francisco, California 94111
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of Maximum Proposed Maximum
Securities To Be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered Per Share (1) Price Registration Fee
---------------- ------------ -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 1,497,868 $18.75 $28,085,025 $7,414.45
$0.01 par value,
issuable upon
exercise of
options under
Waste Connections,
Inc. Second Amended and
Restated 1997
Stock Option Plan
--------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) under the Securities Act of 1933, based
upon the average of the high and low prices reported in the Nasdaq National
Market on July 20, 2000.
The contents of the Registrant's Registration Statement on Form S-8
(File No. 333-72113) as filed with the Securities and Exchange Commission on
February 10, 1999 and Registrant's Registration Statement on form S-8 (File No.
333-63407) as filed with the Securities and Exchange Commission on September 15,
1998, are incorporated herein by reference. This Registration Statement covers
an additional 1,497,868 shares of the Registrant's Common Stock authorized to be
issued under the Registrant's Second Amended and Restated 1997 Stock Option
Plan. The Registrant previously registered an aggregate of 309,700 shares of its
Common Stock issuable under such Plan on its Registration Statement on Form S-8
(File No. 333-63407) as filed with the Securities and Exchange Commission on
September 15, 1998 and an aggregate of 820,132 shares of its Common Stock
issuable under such Plan on its Registration Statement on Form S-8 (File No.
333-72113) as filed with the Securities and Exchange Commission on February 10,
1999. Pursuant to Rule 429, the prospectus relating to the shares registered
pursuant to this Registration Statement also relates to the 309,700 shares of
the Registrant's Common Stock registered pursuant to Registration Statement No.
333-63407 and to the 802,132 shares registered pursuant to Registration
Statement No. 333-72113.
ii
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") or the Securities Act of 1933, as amended, are hereby
incorporated by reference into this Registration Statement:
a) The Registrant's Annual Report for the fiscal year ended December 31,
1999 dated and filed with the Securities and Exchange Commission on March 13,
2000 on Form 10-K.
b) The Registrant's current report on Form 8-K dated July 21, 2000 filed
with the Securities and Exchange Commission.
c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 and filed with the Securities and Exchange Commission on May 9,
2000.
d) The description of the Registrant's Common Stock is contained in the
Registrant's registration statement on Form 8-A, File No. 0-23981, filed with
the Security and Exchange Commission on April 2, 1998, under the Securities
Exchange Act of 1934.
All documents subsequently filed by Registrant with the Securities and
Exchange Commission 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 that indicates that all securities offered by this
Registration Statement have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective dates of the filing of such documents with the Securities and
Exchange Commission until the information contained therein is superseded or
updated by any subsequently-filed document that is or is deemed to be
incorporated by reference in this Registration Statement.
ITEM 8. EXHIBITS.
4.1 Waste Connections, Inc.'s Second Amended and Restated 1997 Stock
Option Plan.
5.1 Opinion of Shartsis, Friese & Ginsburg LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (reference is made to
Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors (reference
is made to page II-3).
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Folsom, California, on July 20, 2000.
WASTE CONNECTIONS, INC.
(Registrant)
By: /s/ RONALD J. MITTELSTAEDT
-------------------------------------
Ronald J. Mittelstaedt,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald J. Mittelstaedt and Steven F.
Bouck, jointly and severally, his or her attorneys-in-fact, each with the power
of substitution, for him or her in any and all capacities to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ronald J. Mittelstaedt President, Chief Executive July 20, 2000
---------------------------------------- Officer, Chairman and Director
Ronald J. Mittelstaedt
/s/ Steven F. Bouck Executive Vice President and July 20 2000
---------------------------------------- Chief Financial Officer
Steven F. Bouck
/s/ Michael R. Foos Vice President-Finance July 20, 2000
---------------------------------------- and Chief Accounting Officer
Michael R. Foos
/s/ Eugene V. Dupreau Vice President-California July 20, 2000
---------------------------------------- Division and Director
Eugene V. Dupreau
/s/ Michael W. Harlan Director July 20, 2000
----------------------------------------
Michael W. Harlan
/s/ William J. Razzouk Director July 20, 2000
----------------------------------------
William J. Razzouk
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EXHIBIT INDEX
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Sequentially
Numbered Page
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<S> <C> <C>
4.1 Waste Connections, Inc.'s Second Amended and Restated 1997 Stock
Option Plan.
5.1 Opinion of Shartsis, Friese & Ginsburg LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (reference is made to
Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors (reference is
made to page II-3)
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