AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 28, 1995.
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLWASTE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4212 74-2427167
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
5151 SAN FELIPE, SUITE 1600
HOUSTON, TEXAS 77056
(713) 623-8777
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TARGET 2000: ONE, TWO, FOUR PLAN
COMPENSATORY CONTRACTS IN CONNECTION WITH THE ACQUISITION OF
PACIFIC INDUSTRIAL SERVICES, INC.
EMPLOYMENT AGREEMENT BETWEEN ALLWASTE, INC. AND ROBERT M. CHISTE (AS AMENDED)
(Full Title of Plan)
WILLIAM L. FIEDLER
ALLWASTE, INC.
VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
5151 SAN FELIPE, SUITE 1600
HOUSTON, TEXAS 77056
(713) 623-8777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF AMOUNT TO OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 305,315 $4.4375 $1,354,835 $271
================================================================================================================================
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(1) Includes (i) an aggregate of 158,586 shares of Allwaste, Inc. (the
"Company") common stock, par value $.01 per share (the "Common Stock"),
to be issued as restricted stock grants to certain employees pursuant
to the Company's Target 2000: One, Two, Four Plan (the "Plan"); (ii) an
aggregate of 20,413 shares of Common Stock to be issued to certain
employees of one of the Company's wholly-owned subsidiaries (formerly
known as Pacific Industrial Services, Inc.) pursuant to written
compensatory employment agreements with such employees (the "Pacific
Industrial Plan"); and (iii) 126,316 shares of Common Stock to be
issued as a restricted stock grant to Robert M. Chiste ("Chiste"), the
Company's President and Chief Executive Officer, pursuant to the
Employment Agreement dated October 17, 1994, between the Company and
Chiste, as amended by the First Amendment to Employment Agreement dated
October 26, 1995, between the Company and Chiste (the "Chiste Plan")
(collectively, the shares to be issued pursuant to each of the Plan,
the Pacific Industrial Plan and the Chiste Plan are referred to as the
"Shares"). The Shares will be issued as treasury shares. The Company
currently has 697,000 shares of Common Stock in treasury.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the
basis of the average of the high and low per share sale prices of the
Common Stock, as reported by the New York Stock Exchange, on December
22, 1995, or $4.4375 per share. Pursuant to Rule 457(h), the
registration fee is calculated with respect to the maximum number of
the registrant's securities issuable under each of the Plan, the
Pacific Industrial Plan and the Chiste Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated into this
registration statement on Form S-8 (the "Registration Statement") by reference:
(a) The Company's annual report on Form 10-K for the fiscal year
ended August 31, 1995, as filed with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since August 31, 1995; and
(c) The description of the Company's Common Stock in the Company's
Registration Statement on Form 8-A (No. 1-11008), filed with
the Commission on December 4, 1986 under the Exchange Act, and
any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all 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 such documents. The Company will
provide, without charge, each participant in the Plan, the Pacific Industrial
Plan and the Chiste Plan, on written or oral request of such person directed to
the Secretary of the Company at the Company's executive offices, 5151 San
Felipe, Suite 1600, Houston, Texas 77056, telephone number (713) 623-8777, a
copy (without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant to
this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorneys' fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
The Company's Amended and Restated Certificate of Incorporation and
Corrected Bylaws require the Company to indemnify the Company's officers and
directors to the extent authorized by the Delaware General Corporation Law as
set forth above. The Company's Amended and Restated Certificate of Incorporation
limits the personal liability of a director to the corporation or its
stockholders to damages for breach of the director's fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
Exhibit
NUMBER EXHIBIT DESCRIPTION
------- -------------------
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page
hereto)
ITEM 9. UNDERTAKINGS.
A. UNDERTAKING TO UPDATE
The undersigned registrant 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 of 1933;
(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 Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
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<PAGE>
B. UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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. UNDERTAKING WITH RESPECT TO DELIVERY OF DOCUMENTS
(1) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the documents constituting the prospectus to
each participant to whom such prospectus is sent or given, a copy of
the registrant's annual report to stockholders for its last fiscal
year, unless such participant otherwise has received a copy of such
report in which case the registrant shall state in such prospectus that
it will promptly furnish, without charge, a copy of such report on
written request of the participant.
(2) The undersigned registrant hereby undertakes to transmit
or cause to be transmitted to all participants who do not otherwise
receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of
all reports, proxy statements and other communications distributed to
its stockholders generally.
D. UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant 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 registrant 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 Act
and will be governed by the final adjudication of such issue.
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<PAGE>
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 Houston, State of Texas, on the 27th day of December,
1995.
ALLWASTE, INC.
By: /S/ ROBERT M. CHISTE
Robert M. Chiste
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Allwaste, Inc., do hereby
constitute and appoint Robert M. Chiste or William L. Fiedler or either of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically, without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 27th day of December, 1995.
/S/ R. L. NELSON, JR. Chairman of the Board of Directors
R.L. Nelson, Jr.
/S/ ROBERT M. CHISTE President and Chief Executive Officer;
Robert M. Chiste Director (Principal Executive Officer)
/S/ T. WAYNE WREN, JR. Chief Financial Officer
T. Wayne Wren, Jr. (Principal Financial Officer)
/S/ DARREN B. MILLER Vice President and Treasurer
Darren B. Miller (Principal Accounting Officer)
/S/ MICHAEL A. BAKER Director
Michael A. Baker
/S/ RICARDO J. BESQUIN Director
Ricardo J. Besquin
/S/ JOHN U. CLARKE Director
John U. Clarke
/S/ ROBERT L. KNAUSS Director
Robert L. Knauss
/S/ THOMAS J. TIERNEY Director
Thomas J. Tierney
/S/ T. MICHAEL YOUNG Director
T. Michael Young
<PAGE>
EXHIBIT INDEX
Exhibit
NUMBER EXHIBIT DESCRIPTION
------- -------------------
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page
hereto)
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<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
November 17, 1995 included in Allwaste, Inc's Annual Report on Form 10-K for the
fiscal year ended August 31, 1995 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 27, 1995
