<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 1995
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
WASTE RECOVERY INC.
(Exact name of registrant as specified in its Charter)
TEXAS 75-1833498
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
309 SOUTH PEARL EXPRESSWAY
DALLAS, TEXAS 75201
(Address of Principal Executive Offices)
1989 STOCK PLAN FOR EMPLOYEES
(Full Title of Plan)
_______________
THOMAS L. EARNSHAW
309 SOUTH PEARL EXPRESSWAY
DALLAS, TEXAS 75201
(214)741-3865
(Name, address, telephone number, including
area code of Agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being to be Price Offering Registration
Registered Registered Per Share* Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
No Par Value 1,000,000 $1.25 $1,250,000 $431.00
==============================================================================================================
</TABLE>
* Calculated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee, based upon the average of the bid and asked
price of a share of Common Stock of Waste Recovery, Inc. on October 23, 1995
<PAGE> 2
PART I
The documents containing the information concerning the plan and
shares registered hereunder by Waste Recovery, Inc., a Texas corporation (the
"Registrant") specified in Item I of the Form S-8 under the Securities Act of
1933 are not being filed as part of this Registration Statement in accordance
with the Note to Part I of such form.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 3, 4, 5, 6, 7, and 9 are incorporated herein by reference from
the Registrant's registration statement on Form S-8, Registration No. 33-47817
filed May 14, 1992 with the Securities and Exchange Commission (the "Prior
Registration Statement"). Under the Prior Registration Statement, a total of
647,500 shares of the Registrant's Common Stock, no par value, were registered,
which included 550,000 shares authorized for issuance under the Registrant's
1989 Stock Plan for Employees (the "1989 Plan"). At the Registrant's 1995
Annual Meeting of Shareholders, the number of shares of Common Stock authorized
for issuance under the 1989 Plan was increased to 1,550,000 shares. This
Registration Statement covers the additional 1,000,000 shares of Common Stock
authorized for issuance pursuant to the 1989 Plan.
ITEM 8. EXHIBITS.
The exhibits filed with the Prior Registration Statement are
incorporated by reference herein. In addition, there are exhibits appearing on
Exhibit Index on page 4 hereof that are filed with this Registration Statement.
[END OF PAGE]
1
<PAGE> 3
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 the City of Dallas, State of Texas on the 26th day of
October, 1995.
WASTE RECOVERY, INC.
BY: /s/ THOMAS L. EARNSHAW
------------------------------
Thomas L. Earnshaw, President
and Chief Executive Officer
BY: /s/ SHARON K. PRICE
------------------------------
Sharon K. Price, Vice President -
Finance (Principal Financial and
Accounting Officer)
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints
Sharon K. Price and Thomas L. Earnshaw, and each of them, such person's true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place, and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 26th day of October, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ ALLAN SHIVERS, JR. Director; Chairman of the Board
- -----------------------------------
ALLAN SHIVERS, JR.
</TABLE>
2
<PAGE> 4
<TABLE>
<S> <C>
/s/ THOMAS L. EARNSHAW Director, President and Chief Executive Officer,
- ----------------------------------- and Treasurer
THOMAS L. EARNSHAW
/s/ ROBERT L. THELEN Director, Executive Vice President
- -----------------------------------
ROBERT L. THELEN
/s/ ROGER W. COPE Director
- -----------------------------------
ROGER W. COPE
/s/ MICHAEL C. DODGE Director
- -----------------------------------
MICHAEL C. DODGE
/s/ W. DAVID WALLS Director
- -----------------------------------
W. DAVID WALLS
Director
- -----------------------------------
CRANDALL S. CONNORS
/s/ STEVEN E. MACINTYRE Director
- -----------------------------------
STEVEN E. MACINTYRE
</TABLE>
3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. EXHIBIT PAGE
- ------- ------- -------------------
<S> <C> <C>
(4) Instruments defining the rights of security holders
4.12 Amendment No. 1 to the Registrant's
1989 Stock Plan for Employees
(5) Opinion re legality
5.4 Opinion of Storey Armstrong Steger &
Martin dated October 26, 1995
(23) Consents of experts and counsel:
23.10 Consent of Storey Armstrong Steger &
Martin dated October 26, 1995 (included
in the opinion filed as Exhibit 5.4)
23.11 Consent of Price Waterhouse dated
October 26, 1995
(24) Power of attorney (included on Page 2 of the
Registration Statement)
</TABLE>
4
<PAGE> 1
Amendment No. 1
to the
1989 Stock Plan for Employees
of Waste Recovery, Inc.
In accordance with the resolutions of the Board of Directors of Waste Recovery,
Inc. (the "Corporation") made June 29, 1995, and approved by the shareholders
of the Corporation at the Annual Meeting held August 14, 1995, the
Corporation's 1989 Stock Plan for Employees (the "Plan") is hereby amended as
follows:
1. In the first sentence of Section 6, which section is entitled
Shares Subject to the Plan, the number 550,000 is deleted, and
replaced by the number 1,550,000.
2. Section 26 is added to the Plan to read as follows:
26. LIMIT ON GRANTS. The maximum number of shares
of Common Stock with respect to which grants of stock
options and stock appreciation rights can be made to
any one participant in a calendar year is 300,000.
Executed effective June 29, 1995.
WASTE RECOVERY, INC.
BY: /s/ THOMAS L. EARNSHAW
THOMAS L. EARNSHAW, President
and Chief Executive Officer
<PAGE> 1
[STOREY ARMSTRONG STEGER & MARTIN LETTERHEAD]
October 27, 1995
Waste Recovery, Inc.
309 South Pearl Expressway
Dallas, Texas 75201
Re: Registration Statement on Form S-8
Waste Recovery, Inc. (the "Company")
Additional 1,000,000 Shares Registered under the 1989 Stock
Plan for Employees
Gentlemen:
We are acting as counsel to the Company in connection with the
registration on Form S-8 of 1,000,000 shares of the Company's Common Stock, no
par value (the "Stock") to be offered pursuant to the subject plan. The Stock
has been authorized for issuance by the Company's Board of Directors (the
"Board"), and its shareholders, and is being registered under the Securities
Act of 1933, as amended, with the Securities and Exchange Commission.
Accordingly, we have examined the following instruments and documents:
1. The Company's 1989 Stock Plan for Employees (the "Plan");
2. Amendment to the Plan dated June 29, 1995;
3. Resolutions of the Board dated June 29, 1995 authorizing
issuance of the Stock pursuant to an amendment of the Plan;
4. The Company's Proxy Statement dated July 21, 1995, for its
1995 Annual Meeting of Shareholders;
5. Articles of Incorporation of the Company, as amended to date;
<PAGE> 2
October 26, 1995
Page 2
6. Bylaws of the Company as amended to date;
7. Resolutions of the Board authorizing this Registration
Statement;
8. A form of common stock certificate of the Company;
9. The prospectus, and Registration Statement on Form S-8,
relating to the registration of the 1,000,000 shares of Stock
pursuant to the Securities Act of 1933, as amended, together
with all exhibits being filed in connection therewith; and
10. Such other documents, corporate records, certificates and
other instruments as we have deemed necessary or appropriate
for the purpose of this opinion.
We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copied, and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites.
As to various questions of fact material to this opinion, where relevant facts
were not independently established, we have relied on the statements of
officers of the Company.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation duly organized and lawfully
existing pursuant to the laws of the State of Texas, and is in good
standing in that state.
(2) The issuance and sale of 1,000,000 shares of Stock proposed to
be issued and sold by the Company upon exercise of the stock options,
or stock grants made, as referenced in the Registration Statement,
have been duly authorized by the Company, and by all necessary
corporate action, and upon exercise of such options, or the making of
said stock grants, and payment therefor in accordance with the terms
of any related agreements and pursuant to the Plan, the 1,000,000
shares of Stock offered by the Company will be duly authorized,
legally issued, fully-paid and non-assessable.
<PAGE> 3
October 26, 1995
Page 3
We hereby consent to the filing of this Opinion as an exhibit to said
Registration Statement. We express no opinion as to the laws of any
jurisdiction other than the State of Texas and the federal laws of the United
States of America.
Very truly yours,
STOREY ARMSTRONG STEGER & MARTIN
a Professional Corporation
By /s/ THOMAS J. HOWELL
Thomas J. Howell
TJH:ap
enclosure
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 30, 1995 appearing on page F-2
of Waste Recovery, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the application of such report to the
Financial Statement Schedule for the three years ended December 31, 1994 which
appears on page F-20 of Form 10-K/A Amendment No. 2 when such schedule is read
in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
October 26, 1995
