AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JUNE 25, 1996.
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)
4212
(Primary Standard Industrial
Classification Code Number)
DELAWARE 74-2427167
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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
(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) (2) PRICE PER SHARE(3) OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 44,780 $4.375 $195,912.50 $100.00
share
================================================================================================================================
</TABLE>
(1) These 44,780 shares (the "Shares") of Allwaste, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), will be
issued as restricted stock grants to certain employees pursuant to the
Company's Target 2000: One, Two, Four Plan (the "Plan"). The Shares
will be issued as treasury shares.
The Company currently has 1,185,085 shares of Common Stock in treasury.
(2) Pursuant to Rule 429, the prospectus which constitutes part of this
Registration Statement also includes an aggregate of 305,315 shares of
Common Stock, registered under Registration Statement on Form S-8 (No.
33-65451), which became effective on December 28, 1995 (the "Previous
Registration Statement"), which Previous Registration Statement is
incorporated herein by reference.
(3) 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 June 21,
1996, or $4.375 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
Pursuant to Rule 429, the prospectus which constitutes part of this
Registration Statement also includes an aggregate of 305,315 shares of the
Common Stock, registered under Registration Statement on Form S-8 (No.
33-65451), which became effective on December 28, 1995 (the "Previous
Registration Statement"), which Previous Registration Statement is incorporated
herein by reference.
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)
-2-
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 24th day of June,
1996.
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 24th day of June, 1996.
/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. Senior Vice President -- Chief Financial
T. Wayne Wren, Jr. Officer and Treasurer
(Principal Financial Officer)
/s/ MICHAEL W. RAMIREZ Vice President and Controller
Michael W. Ramirez (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/ FRANK A. ROSSI Director
Frank A. Rossi
/s/ THOMAS J. TIERNEY Director
Thomas J. Tierney
/s/ T. MICHAEL YOUNG Director
T. Michael Young
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
23.1 -- Consent of Arthur Andersen LLP
24.1 -- Power of Attorney (included on the signature page hereto)
-5-
