AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 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)
AMENDED AND RESTATED 1989 REPLACEMENT NON-QUALIFIED STOCK OPTION PLAN
(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
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,870,771 $5.50 $10,289,240 $3,549
================================================================================================================================
</TABLE>
(1) Pursuant to Rule 429, the prospectus which constitutes part of this
Registration Statement also includes an aggregate of 3,000,000 shares
of the Company's common stock, par value $.01 per share (the "Common
Stock"), registered under Registration Statement Nos. 33-16548,
33-18881, 33-27308, 33-34774, 33-44220, and 33-46048 on Form S-8, which
became effective on September 3, 1987, December 24, 1987, March 16,
1989, June 3, 1990, November 27, 1991, and February 28, 1992,
respectively (collectively, the "Previous Registration Statements"),
which Previous Registration Statements are incorporated herein by
reference. All share amounts have been adjusted to reflect the
two-for-one split of the Common Stock that was effected on December 1,
1989. Pursuant to Rule 416(a), an indeterminate number of shares of
Common Stock issuable as a result of the anti-dilution provisions of
the Plan are also registered hereunder.
(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 August 3,
1995, or $5.50 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 the Plan. <PAGE> PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William L. Fiedler, Esq. has given an opinion to the Securities and
Exchange Commission filed herewith on the legality of the shares of Common Stock
registered hereunder. Mr. Fiedler serves as the Vice President, General Counsel,
and Secretary of the Company and is employed by the registrant on a full-time
basis. He owns a beneficial interest in 28,229 shares of Common Stock.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
5.1 Opinion of William L. Fiedler, Esq., Vice President,
General Counsel and Secretary of Allwaste, Inc.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of William L. Fiedler, Esq. (included in the
opinion attached hereto as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto)
-2-
<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 21st day of July,
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.
-3-
<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 21st day of July, 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/ DARREN B. MILLER Vice President and Controller (Principal
Darren B. Miller Financial Officer and Principal Accounting
Officer)
/s/ FRED M. FERREIRA Senior Vice President and Chief Operating
Fred M. Ferreira Officer; Director
/s/ FLETCHER THORNE-THOMSEN, JR. Senior Vice President -- Corporate
Fletcher Thorne-Thomsen, Jr. Development; Director
/s/ MICHAEL A. BAKER Director
Michael A. Baker
_____________________________ Director
David H. Batchelder
_____________________________ Director
Robert L. Knauss
/s/ T. MICHAEL YOUNG Director
T. Michael Young
/s/ THOMAS J. TIERNEY Director
Thomas J. Tierney
/s/ RICARDO J. BESQUIN Director
Ricardo J. Besquin
_____________________________ Director
John U. Clarke
-4-
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NUMBER*
------- ------------------- ------------
5.1 Opinion of William L. Fiedler, Esq., Vice President,
General Counsel and Secretary of Allwaste, Inc.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of William L. Fiedler, Esq. (included in the
opinion attached hereto as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto)
---------
* This information appears only in the manually-signed and
sequentially-numbered original.
-5-
EXHIBIT 5.1
August 3, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
On or about the date of this letter, Allwaste Inc., a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (the "Registration Statement") pursuant to the Securities
Act of 1933, as amended. The Registration Statement relates to an aggregate of
1,870,771 shares (the "Shares") of the Company's common stock, par value $.01
per share. The Shares are subject to issuance on the exercise of options
granted, or to be granted, under the Company's Amended and Restated 1989
Replacement Non-Qualified Stock Option Plan (the "Plan").
In my capacity as Vice President, General Counsel and Secretary of the Company,
I have examined and am familiar with the corporate records of the Company,
including its Amended and Restated Certificate of Incorporation, as amended, its
Corrected Bylaws, minutes of all meetings of directors, committees of directors,
and stockholders, and other documents (including the Plan) that I have deemed
relevant or necessary as the basis of my opinions as set forth herein.
Based on the foregoing, it is my opinion that the Shares have been duly and
validly authorized and will, on issuance and delivery as contemplated in the
Plan, be validly issued, fully paid and non-assessable shares of the Company's
capital stock.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
William L. Fiedler
Vice President, General Counsel,
and Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated November 18,
1995 included in Allwaste, Inc.'s Form 10-K for the year ended August 31, 1994
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
HOUSTON, TEXAS
AUGUST 7, 1995
