<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998
REGISTRATION STATEMENT NO. 333-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
F 0 R M S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
EASTERN ENVIRONMENTAL SERVICES, INC.
------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-2840783
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 CRAWFORD PLACE
MT. LAUREL, NEW JERSEY 08054
(609) 235-6009
-----------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
EASTERN ENVIRONMENTAL SERVICES, INC.
1997 STOCK OPTION PLAN
----------------------
(Full title of the plan)
LOUIS D. PAOLINO, JR., CHAIRMAN
OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
1000 CRAWFORD PLACE
MT. LAUREL, NEW JERSEY 08054
------------------------------------------
(Name and address of agent for service)
(609) 235-6009
--------------
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
H. JOHN MICHEL, JR., ESQUIRE
DRINKER BIDDLE & REATH LLP
1345 CHESTNUT STREET
PHILADELPHIA, PENNSYLVANIA 19107-3496
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
Common Stock
($.01 par value) 315,000 $19.8750 $ 6,260,625.00
- -----------------------------------------------------------------------------------------------
4,685,000 $26.8125 $125,616,562.50
- -----------------------------------------------------------------------------------------------
TOTAL 5,000,000 $131,877,187.50 $ 38,904
===============================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares as may become issuable under the
Plan in connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee. As to shares subject to outstanding but unexercised
options, the price and fee are computed based upon the price at which such
options may be exercised. As to the remaining shares, the price and fee
are computed based upon $26.8125, the average of the high and low prices
for the common stock reported on the NASDAQ National Market on March 17,
1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(NOT REQUIRED TO BE FILED AS PART OF THIS REGISTRATION STATEMENT)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Eastern Environmental
Services, Inc. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended June
30, 1997 (as amended on Form 10-K/A filed October 28, 1997), excluding the
financial statements and notes thereto, selected consolidated financial
data, and the information contained under Management's Discussion and
Analysis of Financial Condition and Results of Operations which have been
superseded by the financial statements and notes thereto, the selected
consolidated financial data, and the information contained under
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's Form 8-K dated February 27, 1998;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1997 (filed November 13, 1997) and December 31, 1997
(filed February 17, 1997); (the financial statements and notes thereto
contained in the Reports on Form 10-Q for the quarter ended September 30,
1997 are deemed to be outdated as they are not on a basis consistent with
the consolidated financial statements and notes thereto included in the
Company's Form 8-K filed February 27, 1998 as they do not reflect:
(i) pooling of interests accounting for an acquisition that
occurred subsequent to September 30, 1997; and
(ii) earnings per share information calculated in accordance with
the recently issued pronouncement FASB 128, Earnings Per
Share);
(c) the following current reports of the Company:
(1) five separate reports on Form 8-K/A filed on July 10, 1997,
for the purpose of: (i) amending the Company's Form 8-K/A dated
July 2, 1996, (ii) amending the Company's Form 8-K dated
September 27, 1996, (iii) amending the Company's Form 8-K dated
December 10, 1996, (iv) amending the Company's Form 8-K dated
January 31, 1997, and (v) amending the Company's Form 8-K dated
March 31, 1997; (2) Form 8-K dated May 12, 1997 (as amended on
Form 8-K/A filed on July 11, 1997 and as amended on Form 8-K/A
filed on July 25, 1997); (3) Form 8-K dated August 15, 1997 (as
amended on Form 8-K/A filed on October 10, 1997); (4) Form 8-K
dated August 20, 1997 (as amended on Form 8-K/A filed on November
3, 1997); (5) Form 8-K dated October 17, 1997; (6) Form 8-K dated
October 27, 1997; (7) Form 8-K dated December 1, 1997 (as amended
on Form 8-K/A dated February 17, 1998) (8) Form 8-K dated
December 1, 1997 (as amended on Form 8-K/A dated February 13,
1998); (9) Form
II-1
<PAGE>
8-K dated February 12, 1998; and (10) Form 8-K dated February 27,
1998;
(d) the description of the common stock, par value $.01 per share, of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A (File No. 0-16012), filed with the Securities and
Exchange Commission, including any amendments or reports filed for the
purpose of updating such description; and
(e) all other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 since June 30, 1997.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered pursuant to this
Registration Statement have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable because the Common Stock, which is the class of
securities offered pursuant to this Registration Statement, is registered under
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in general, that a corporation incorporated under the
laws of the State of Delaware, such as the Company, may 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 (other than an action by or in the right
of the corporation) by reason of the fact that such person 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
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, a
Delaware corporation may indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court determines such person is fairly and reasonably entitled
to indemnity for such expenses.
Article Tenth, Paragraph (a) of the Company's Certificate of
Incorporation, as amended, provides that each person who was or is made a party
II-2
<PAGE>
to or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another company or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such proceeding is alleged action in
any official capacity as a director, officer, employee or agent, or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the Company
to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith. Such indemnification continues as to a
person who has ceased to be a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, and
inures to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Paragraph (b) of the Article
Tenth (as described below), the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Company. Article Tenth, Paragraph (a) of the Company's
Certificate of Incorporation further provides that such right to indemnification
shall be a contract right and shall include the right to be paid by the Company
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided however, that, if the DGCL requires, the payment of such
expenses incurred by a director or officer (in his or her capacity as a director
or officer and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a proceeding
shall be made only upon delivery to the Company of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under the Certificate of Incorporation or otherwise. The Company
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Company with the same scope and effect as the foregoing
indemnification of directors and officers. The foregoing right to
indemnification and advancement of expenses is not exclusive.
Article Tenth, Paragraph (b) of the Company's Certificate of
Incorporation provides further that if a claim described under Paragraph (a) of
Article Tenth is not paid in full by the Company within thirty days after a
written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, if successful, in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the Company)
that the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Company to indemnify the
claimant for the amount claimed, but the burden of providing such defense shall
be on the Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
II-3
<PAGE>
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard or conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
As permitted by Article Tenth of the Certificate of Incorporation and
Section 145(g) of the DGCL, the directors and officers of the Company and its
subsidiaries are covered by policies of insurance under which they are insured,
within limits and subject to certain limitations, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, in which they are parties by reason of being or having been
directors or officers; the Company is similarly insured, with respect to certain
payments it might be required to make to its directors or officers under the
applicable statutes and its charter provisions.
The Company is also indemnified against certain liabilities, including
liabilities under the Securities Exchange Act of 1934, or will contribute
payments that the certain underwriters may be required to make in respect
thereof, in an underwriting agreement executed in connection with the public
offering of 5,175,000 shares of Common Stock of the Company under a Registration
Statement on Form S-3 (File No. 333-27245) filed by the Company.
Reference is made to Item 9 of this Registration Statement for
additional information regarding indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are being reoffered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS.
4 Eastern Environmental Services, Inc. 1997 Stock Option Plan.
5 Opinion of Drinker Biddle & Reath LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Bardall, Weintraub P.C.
23.3 Consent of BDO Seidman, LLP.
23.4 Consent of Boyer & Ritter.
23.5 Consent of B.J. Klinger & Co., P.C.
23.6 Consent of Paternostro, Callahan & DeFreitas, LLP.
II-4
<PAGE>
23.7 Consent of Daniel P. Irwin and Associates P.C.
23.8 Consent of Drinker Biddle & Reath LLP (Included in Exhibit 5).
25 Powers of Attorney (See Signature Page).
ITEM 9. UNDERTAKINGS
1. Undertakings Required by Regulation S-K Item 512(a)
---------------------------------------------------
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being
made pursuant to this Registration Statement, 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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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.
2. Undertakings Required by Regulation S-K Item 512(b).
---------------------------------------------------
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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
II-5
<PAGE>
3. Undertakings Required by Regulation S-K Item 512(h).
---------------------------------------------------
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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Mt. Laurel, New Jersey, on March 18, 1998.
EASTERN ENVIRONMENTAL SERVICES, INC.
By:/s/ Louis D. Paolino, Jr.
---------------------------------
Louis D. Paolino, Jr.,
Chairman of the Board,
Chief Executive Officer
and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Louis D. Paolino, Jr. and Gregory
M. Krzemien, his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution for him and in his 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 other 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 or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Louis D. Paolino, Jr. Chairman of the Board, March 18, 1998
- --------------------------- Chief Executive Officer,
Louis D. Paolino, Jr. President and Director
(Principal Executive
Officer)
/s/ Gregory M. Krzemien Chief Financial Officer March 18, 1998
- --------------------------- and Treasurer
Gregory M. Krzemien (Principal Financial
Officer)
/s/ Ronald R. Pirollo Principal Accounting Officer March 18, 1998
- ---------------------------
Ronald R. Pirollo
/s/ George O. Moorehead Director March 18, 1998
- ---------------------------
George O. Moorehead
/s/ Kenneth C. Leung Director March 18, 1998
- ---------------------------
Kenneth C. Leung
</TABLE>
II-7
<PAGE>
<TABLE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4 Eastern Environmental Services, Inc. 10
1997 Stock Option Plan
5 Opinion of Drinker Biddle & Reath LLP 23
23.1 Consent of Ernst & Young LLP 26
23.2 Consent of Bardall, Weintraub P.C. 28
23.3 Consent of BDO Seidman, LLP 30
23.4 Consent of Boyer & Ritter 32
23.5 Consent of B.J. Klinger & Co., P.C. 34
23.6 Consent of Paternostro, Callahan & 36
DeFrietas, LLP
23.7 Consent of Daniel P. Irwin and 38
Associates P.C.
23.8 Consent of Drinker Biddle & Reath LLP
(Included in Exhibit 5)
25 Powers of Attorney
(See Signature Page)
</TABLE>
<PAGE>
EXHIBIT 4
<PAGE>
EASTERN ENVIRONMENTAL SERVICES, INC.
1997 STOCK OPTION PLAN
Effective Date: November 14, 1997
<PAGE>
EASTERN ENVIRONMENTAL SERVICES, INC. 1997 STOCK OPTION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - PURPOSE AND EFFECTIVE DATE.............................. 6
(S)1.1 Purpose.............................................. 6
(S)1.2 Effective Date and Expiration of Plan................ 6
ARTICLE II - DEFINITIONS............................................ 6
(S)2.1 "Board"............................................... 6
(S)2.2 "Cause"............................................... 6
(S)2.3 "Code"................................................ 7
(S)2.4 "Committee"........................................... 7
(S)2.5 "Company"............................................. 7
(S)2.6 "Company Stock"....................................... 7
(S)2.7 "Effective Date"...................................... 7
(S)2.8 "Eligible Individual"................................. 7
(S)2.9 "Fair Market Value"................................... 7
(S)2.10 "Incentive Stock Option".............................. 8
(S)2.11 "Non-Employee Director"............................... 8
(S)2.12 "Nonqualified Stock Option"........................... 8
(S)2.13 "Option".............................................. 8
(S)2.14 "Option Price"........................................ 8
(S)2.15 "Optionee"............................................ 8
(S)2.16 "Personal Representative"............................. 8
(S)2.17 "Plan"................................................ 8
(S)2.18 "Related Corporation"................................. 9
ARTICLE III - ADMINISTRATION........................................ 9
(S)3.1 Committee to Administer............................... 9
(S)3.2 Powers of Committee................................... 9
ARTICLE IV - OPTIONS................................................ 10
(S)4.1 Eligibility for Options............................... 10
(S)4.2 Shares Available Under the Plan....................... 10
ARTICLE V - TERMS OF OPTIONS........................................ 11
(S)5.1 Grant of Stock Options................................ 11
(S)5.2 Period of Option...................................... 11
(S)5.3 Stock Option Agreement................................ 11
(S)5.4 Option Price, Exercise and Payment.................... 11
(S)5.5 Limitations on Incentive Stock Options................ 13
(S)5.6 Termination of Employment or Service.................. 13
(S)5.7 Shareholder Rights and Privileges..................... 15
ARTICLE VI - MISCELLANEOUS PROVISIONS............................... 15
(S)6.1 Nontransferability.................................... 15
(S)6.2 Adjustments Upon Changes in Stock..................... 15
(S)6.3 Amendment, Suspension, and Termination of Plan........ 16
(S)6.4 Nonuniform Determinations............................. 17
(S)6.5 General Restriction................................... 17
(S)6.6 No Right To Employment................................ 17
(S)6.7 Governing Law......................................... 18
(S)6.8 Application of Funds.................................. 18
</TABLE>
-i-
<PAGE>
EASTERN ENVIRONMENTAL SERVICES, INC. 1997 STOCK OPTION PLAN
ARTICLE I
PURPOSE AND EFFECTIVE DATE
(S)1.1 Purpose. The purpose of the Plan is to provide incentives,
through the grant of stock options, for selected employees, directors, and
consultants of the Company and Related Corporations to promote the long-term
growth and financial success of the Company and Related Corporations.
(S)1.2 Effective Date and Expiration of Plan. The Plan shall be
effective on the date on which it is adopted by the Board. Unless earlier
terminated by the Board pursuant to Section 6.3, the Plan shall terminate on the
tenth anniversary of its Effective Date. No Option shall be granted pursuant to
the Plan after its termination date, but Options granted prior to the
termination date may extend beyond that date.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have these
meanings:
(S)2.1 "Board" means the Board of Directors of the Company.
(S)2.2 "Cause" means a good faith determination by the Board that an
Optionee has (i) breached any material term or provision of the Optionee's
employment agreement; (ii) engaged in any type of disloyalty to the Company or a
Related Corporation, including without limitation fraud, embezzlement, theft, or
dishonesty in the course of his employment or service to the Company and Related
Corporations; (iii) been convicted of a felony, (iv) disclosed any proprietary
information of the Company or a Related Corporation without the consent of the
Company or the Related Corporation; or (v) breached the terms of any written
confidentiality agreement or any non-competition agreement with the Company or a
Related Corporation in any material respect.
(S)2.3 "Code" means the Internal Revenue Code of 1986, as amended.
(S)2.4 "Committee" means the Compensation Committee of the Board which
shall consist of not less than two directors of the Company who shall be
appointed by, and shall serve at the pleasure of, the Board. Each member of the
Committee, while serving as such, shall be deemed to be acting in his or her
capacity as a director of the Company. It is intended that each member of the
Committee shall be an "outside director" within the meaning of Treas. Reg.
(S)1.162-27(e)(3) or any successor thereto, and shall be a Non-Employee
Director. Notwithstanding the foregoing, if the Committee does not consist
solely of two (2) or more Non-Employee Directors, each Option must be approved
by the full Board.
-1-
<PAGE>
(S)2.5 "Company" means Eastern Environmental Services, Inc. and its
successors and assigns.
(S)2.6 "Company Stock" means the common stock of the Company, par value
$0.01 per share.
(S)2.7 "Effective Date" means November 14, 1997, the date the Plan is
adopted by the Board.
(S)2.8 "Eligible Individual" means an employee, director (who may, but
need not, be an employee), or consultant of the Company or a Related
Corporation.
(S)2.9 "Fair Market Value" means, as of any specified date, an amount
arrived at by a good faith determination of the Committee and shall be (i) the
quoted closing price, if there is a market for Company Stock on a registered
securities exchange or in an over the counter market, on the specified date;
(ii) the weighted average of the quoted closing price on the nearest date before
and the nearest date after the specified date, if there are no sales on the
specified date but there are sales on dates within a reasonable period both
before and after the specified date; (iii) the mean between the bid and asked
prices, as reported by the National Quotation Bureau on the specified date, if
actual sales are not available during a reasonable period beginning before and
ending after the specified date; or (iv) the value determined under such other
method of determining fair market value as shall be authorized by the Code, or
the rules or regulations thereunder, and adopted by the Committee. Where the
fair market value of the optioned shares of Company Stock is determined under
(ii) above, the average of the quoted closing prices on the nearest date before
and the nearest date after the specified date is to be weighted inversely by the
respective numbers of trading days between the selling dates and the specified
date (i.e., the valuation date), in accordance with Treas. Reg. (S) 20.2031-
2(b)(1).
(S)2.10 "Incentive Stock Option" means an option within the meaning of
section 422 of the Code.
(S)2.11 "Non-Employee Director" means a director who:
(1) Is not currently an officer (as defined in (S)17 CFR
(S)240.16a-1(f)) of, or otherwise currently employed by the Company or a
parent or subsidiary of the Company within the meaning of 17 CFR
(S)240.16b-3(b)(3);
(2) Does not receive compensation, either directly or indirectly,
from the Company or a parent or subsidiary of the Company within the
meaning of 17 CFR (S)240.16b-3(b)(3) for services rendered as a consultant
or in any other capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be
required under 17 CFR (S)229.404(a);
(3) Does not possess an interest in any other transaction for which
disclosure would be required pursuant to 17 CFR (S)229.404(a); and
(4) Is not engaged in a business relationship for which disclosure
would be required pursuant to 17 CFR (S)229.404(b).
(S)2.12 "Nonqualified Stock Option" means an option other than an
Incentive Stock Option.
-2-
<PAGE>
(S)2.13 "Option" means either a Nonqualified Stock Option or an Incentive
Stock Option to purchase Company Stock which is granted under the Plan.
(S)2.14 "Option Price" means the price at which Company Stock may be
purchased under an Option as provided in Section 5.4.
(S)2.15 "Optionee" means an Eligible Individual who receives an Option.
(S)2.16 "Personal Representative" means the person or persons who, upon
the death, disability, or incompetency of an Optionee, shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option theretofore granted to such Optionee.
(S)2.17 "Plan" means the Eastern Environmental Services, Inc. 1997 Stock
Option Plan.
(S)2.18 "Related Corporation" means either a corporate subsidiary of the
Company, as defined in section 424(f) of the Code, or the corporate parent of
the Company, as defined in section 424(e) of the Code.
(S)2.19 "Stock Option Agreement" means an agreement entered into between
an Optionee and the Company under Section 5.3.
ARTICLE II
ADMINISTRATION
(S)3.1 Committee to Administer. The Plan shall be administered by the
Committee. The Committee shall have full power and authority to interpret and
administer the Plan, to establish and amend rules and regulations for its
administration, and to make such determinations and interpretations under, or in
connection with, the Plan as it deems necessary or advisable. The Committee's
decisions shall be final and conclusive with respect to the interpretation of
the Plan and any Option made under it. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option granted under it.
The Committee shall select one of its members as chairman, and shall hold
meetings at such time and places as it may determine. The acts of a majority of
the Committee at a meeting at which a quorum is present, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be
valid acts of the Committee.
(S)3.2 Powers of Committee.
(a) Subject to the provisions of the Plan, the Committee shall have
authority, in its discretion, to determine those Eligible Individuals who shall
receive Options, the time or times when such Options shall be granted, whether
an Incentive Stock Option or a Nonqualified Stock Option shall be granted, and
the number of shares to be subject to each Option.
(b) The Committee shall determine the terms, restrictions, and
provisions of the agreement relating to each Option, including the period over
which the Option shall vest and such terms, restrictions, and provisions as
shall be necessary to cause certain options to quality as Incentive Stock
Options. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Stock Option Agreement, in
-3-
<PAGE>
such manner and to the extent the Committee shall determine in order to carry
out the purposes of the Plan.
ARTICLE IV
OPTIONS
(S)4.1 Eligibility for Options. An Option may be granted to any Eligible
Individual selected by the Committee. In making this selection and in
determining the form of Option and the number of shares of Company Stock subject
to the Option, the Committee may give consideration to the functions and
responsibilities of the respective Eligible Individual, his or her present and
potential contributions to the success of the Company and Related Corporations,
the value of his or her services to the Company and Related Corporations, and
such other factors deemed relevant by the Committee; provided, however, that
Incentive Stock Options shall not be granted to any Eligible Individual who is
not an employee of the Company or a Related Corporation. The Committee may
provide in an Option that said Option may be exercised only if certain
conditions, as determined by the Committee, are fulfilled.
(S)4.2 Shares Available Under the Plan. The Company Stock to be offered
under the Plan pursuant to Options may be authorized but unissued shares or
reacquired shares, and the Company may purchase shares required for this
purpose, from time to time, if it deems such purchase to be advisable. Subject
to adjustment under Section 6.2, no more than 5,000,000 shares of Company Stock
shall be issuable upon exercise of Options; provided, however, that no Eligible
Individual who is an employee of the Company or a Related Corporation receive
Options for more than 1,000,000 shares of Company Stock. Any shares of Company
Stock subject to an Option which for any reason is cancelled or terminated
without having been exercised shall again be available for the granting of
Options; provided, however, that (i) if an Option is cancelled, the cancelled
Option in counted against the maximum number of shares for which Options may be
granted to an employee, and (ii) if the Option Price is reduced after the date
of grant, the transaction is treated as a cancellation of an Option and the
grant of a new Option for purposes of counting the maximum number of shares for
which Options may be granted to an employee.
-4-
<PAGE>
ARTICLE V
TERMS OF OPTIONS
(S)5.1 Grant of Stock Options. The Committee may, from time to time,
subject to the provisions of the Plan and such terms and conditions as the
Committee may prescribe, grant Options to any Eligible Individual, provided that
Incentive Stock Options shall not be awarded to any Eligible Individual who is
not an employee of the Company or a Related Corporation. Grants of Incentive
Stock Options and Nonqualified Stock Options shall be separate and not in
tandem. The granting of an Option shall not be deemed either to entitle the
Eligible Individual from, any participation in any other grant of Options under
the Plan.
(S)5.2 Period of Option. Options shall be vested and exercisable in such
installments and on such dates as the Committee may specify, provided that the
Committee may accelerate the vesting and/or exercise date of any outstanding
Options, in its discretion, if it deems such acceleration to be desirable. Any
Option shares, the right to the purchase of which has accrued, may be purchased
at any time up to the expiration or termination of the Option. Subject to
Section 5.5(b) (relating to the grant of Incentive Stock Options to more-than-
10% shareholders), the duration of each Option shall not be more than ten years
from the date of grant.
(S)5.3 Stock Option Agreement. Each Option shall be evidenced by a Stock
Option Agreement, in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall
approve. Each Stock Option Agreement shall specify whether the Option is an
Incentive Stock Option or Nonqualified Stock Option; provided, however, if the
Option is not designated in the Stock Option Agreement as an Incentive Stock
Option or Nonqualified Stock Option, the Option shall constitute an Incentive
Stock Option if it complies with the terms of section 422 of the Code, and
otherwise, it shall constitute a Nonqualified Stock Option.
(S)5.4 Option Price, Exercise and Payment.
(a) The Option Price of Company Stock under each Option be determined
and fixed by the Committee at the time the Option is granted, but, subject to
Section 5.5(b) (relating to the grant of Incentive Stock Options to more-than-
10% shareholders), shall be a price not less than the greater of 100 percent of
the Fair Market Value of Company Stock or the par value thereof at the date such
Option is granted.
(b) Options may be exercised from time to time by giving written
notice to the Company, specifying the number of shares to be purchased. No
Option may be exercised for less than 100 shares unless the issue of a lesser
number is enough to exhaust the Option. The notice of exercise shall be
accompanied by payment in full of the Option Price for the shares being
purchased.
(c) The Option Price shall be payable in cash or its equivalent, or if
the Committee, in its discretion, so provides in the related Stock Option
Agreement or, in the case of Options which are not Incentive Stock Options, so
determines at or prior to the time of exercise, in whole or in part:
(i) through the transfer to the Company of shares of Company
Stock previously acquired by the Optionee, provided that, unless otherwise
provided in the related Stock Option Agreement, if such shares of Company
Stock were acquired through the exercise of an Incentive Stock Option and
are used to pay the Option Price of an Incentive Stock
-5-
<PAGE>
Option, such shares have been held by the Optionee for a period of not less
than the holding period described in section 422(a)(1) of the Code on the
date of exercise, or if such shares of Company Stock were acquired through
exercise of a Nonqualified Stock Option or through exercise of an Incentive
Stock Option and are used to pay the Option Price of a Nonqualified Stock
Option, such shares have been held by the Optionee for a period of more
than one year on the date of exercise;
(ii) through the transfer to the Company of any combination of cash,
or its equivalent, and (i) above; or
(iii) by delivering a properly executed notice of exercise of the
Option to the Company and a broker, with irrevocable instructions to the
broker promptly to deliver to the Company the amount of sale or loan
proceeds necessary to pay the exercise price of the Option.
However, in no event may the Option Price of an Option be paid through the
transfer to the Company of shares of Company Stock newly acquired by the
Optionee upon exercise of such Option.
In the event such Option Price is paid in whole, or in part, with
previously acquired shares of Company Stock, the portion of the Option Price so
paid shall be equal to the value, as of the date of exercise of the Option, of
such shares. The value of such shares shall be equal to the number of such
shares multiplied by the Fair Market Value of such shares on the date of
exercise (or the immediately preceding trading day if the date of exercise is
not a trading day). The Company shall not issue or offer Company Stock upon
exercise of an Option until the Option Price is fully paid. If the related
Stock Option Agreement so provides, the Optionee may satisfy any amount required
to be withheld by the Company under applicable federal, state and/or local tax
laws in effect from time to time, by electing to have the Company withhold a
portion of the shares of Company Stock to- be delivered for the payment of such
taxes on such terms and conditions as the Stock Option Agreement specifies.
(S)5.5 Limitations on Incentive Stock Options.
(a) The aggregate Fair Market Value (as of the date the Incentive
Stock Option is granted) of the Company Stock with respect to which Incentive
Stock Options are exercisable for the first time by an Optionee during any
calendar year (under this Plan and any other plan of the Company) may not exceed
one hundred thousand dollars ($100,000).
(b) If the Optionee owns more than ten percent (10%) of the total
combined voting power of all shares of stock of the Company or of a Related
Corporation at the time an Incentive Stock Option is granted to him or her, the
Option price for the Incentive Stock Option shall be not less than the greater
of (i) one hundred ten percent (I 10%) of the Fair Market Value of the optioned
shares of Company Stock on the date the Incentive Stock Option is granted, or
(ii) the par value thereof, and such Incentive Stock Option, by its terms, shall
not be exercisable after the expiration of five (5) years from the date the
Incentive Stock Option is granted.
(c) The conditions set forth in this Section 5.5 shall not apply to
Nonqualified Stock Options granted under the Plan.
(d) If an Option intended to be an Incentive Stock Option is granted
to an Eligible Individual and such Option may not be treated in whole or in part
as an Incentive Stock Option pursuant to the limitation in (a) above, such
Options shall be treated as an Incentive Stock Option to the extent it
-6-
<PAGE>
may be so treated under such limitation, and as a Nonqualified Stock Option as
to the remainder. For purposes of determining whether an Incentive Stock Option
would cause such limitation to be exceeded, Incentive Stock Option would cause
such limitation to be exceeded, Incentive Stock Options shall be taken into
account in the order granted.
(S)5.6 Termination of Employment or Service.
(a) If the employment or service as a director or consultant of an
Optionee with the Company and Related Corporations terminates for a reason other
than (i) Cause, (ii) retirement (in the case of an Optionee who is an employee
of the Company or a Related Corporation), (iii) disability (as defined in
section 22(e)(3) of the Code), or (iv) death prior to the expiration date fixed
for his or her Option, such Option may be exercised at any time within three
months after such termination, unless otherwise provided in the related Stock
Option Agreement, to the extent of the number of shares covered by such Option
which were vested and purchasable at the date of such termination, or to any
extent permitted by the Committee; provided, however, that an Option shall not
be so exercisable on any date beyond the expiration date of such Option.
(b) If the employment or service as a director or consultant of an
Optionee with the Company and Related Corporations is terminated by the Company
or a Related Corporation for Cause prior to the expiration date fixed for his or
her Option, such Option shall terminate.
(c) If the employment of an Optionee with the Company and Related
Corporations terminates due to the Optionee's retirement prior to the expiration
date foxed for his or her Option, such Option may be exercised at any time
within one year following such retirement, unless otherwise provided in the
related Stock Option Agreement, to the extent of the number of shares covered by
such Option which were vested and purchasable at the date of such retirement, or
to any greater extent permitted by the Committee; provided, however, that an
Option shall not be so exercisable on any date beyond the expiration date of
such Option.
(d) If the employment or service as a director or consultant of any
Optionee with the Company and Related Corporations terminates due to the
Optionee's disability (as defined in section 22(e)(3) of the Code) prior to the
expiration date fixed for his or her Option, such Option may be exercised at any
time within one year after such termination, unless otherwise provided in the
related Stock Option Agreement, to the extent of the number of shares covered by
such Option which were vested and purchasable at the date of such termination,
or to any greater extent permitted by the Committee; provided, however, that an
Option shall not be so exercisable on any date beyond the expiration date of
such Option. In the event of the Optionee's legal disability, such Option may
be so exercised by the Optionee's Personal Representative.
(e) Should an Optionee die either while in the employ, or while
serving as a director or consultant of the Company and Related Corporations, or
after termination of such employment or service (other than for Cause), the
Option rights of such deceased Optionee may be exercised by his or her Personal
Representative at any time within one year after the Optionee's death, unless
otherwise provided in the related Stock Option Agreement, to the extent of the
number of shares covered by such Option which were vested and purchasable at the
date of such death, or to any greater extent permitted by the Committee,
provided, however, that an Option shall not be so exercisable on any date beyond
the expiration date of such Option.
-7-
<PAGE>
(S)5.7 Shareholder Rights and Privileges. An Optionee shall have no
rights as a shareholder with respect to any shares of Company Stock covered by
an Option until the issuance of a stock certificate to the Optionee representing
such shares.
ARTICLE VI
MISCELLANEOUS PROVISIONS
(S)6.1 Nontransferability. No Option shall be transferable otherwise than
by will or, if the Optionee dies intestate, by the laws of descent and
distribution. All Options shall be exercisable during the Optionee's lifetime
only by such Optionee or his or her Personal Representative. Any transfer
contrary to this Section 6.1 shall nullify the Option. If the Optionee is
married at the time of exercise and if the Optionee so requests at the time of
exercise, the certificate or certificates shall be registered in the name of the
Optionee and the Optionee's spouse, jointly, with right of survivorship.
6.2 Adjustments Upon Changes in Stock.
(a) The number of shares of Company Stock which may be issued under
the Plan and the maximum number of shares of Company Stock with respect to which
Options may be granted to any Eligible Individual who is an employee of the
Company or a Related Corporation, as stated in Section 4.2 hereof, and the
number of shares issuable upon exercise of outstanding Options under the Plan
(as well as the Option Price per share under such outstanding Options) shall,
subject to the provisions of section 424(a) of the Code, be adjusted, as may be
deemed appropriate by the Committee, to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company.
(b) In the event of a corporate transaction (as that term is described
in section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example, a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation; providing, however, that, in the event of a proposed
corporate transaction, the Committee may terminate all or a portion of the
outstanding Options if it determines that such termination is in the best
interests of the Company. If the Committee decides to terminate outstanding
Options, the Committee shall give each Optionee holding an Option to be
terminated not less than seven (7) days' notice prior to any such termination b
reason of such a corporate transaction, and any such Option which is to be so
terminated may be exercised (if and only to the extent that it is then
exercisable) up to, and including the date immediately preceding such
termination. Further, as provided in Section 3.2(c) hereof the Committee, in its
discretion, may accelerate, in whole or in part, the date on which any or all
Options become exercisable.
(c) The Committee also may, in its discretion, change the terms of any
outstanding Option to reflect any such corporate transaction; provided, however,
that the Committee may not change the terms of an outstanding Incentive Stock
Option in a manner that would constitute a "modification" under section 424(h)
of the Code without the consent of the Optionee affected thereby.
(S)6.3 Amendment, Suspension, and Termination of Plan.
-8-
<PAGE>
(a) The Board may suspend or terminate the Plan or any portion thereof
at any time, and may amend the Plan from time to time in any respect whatsoever,
except that the following amendments shall require shareholder approval (given
in the manner set forth in (b) below):
(i) With respect to Options which are Incentive Stock Options,
any amendment which would: (A) increase the number of shares of
Company Stock with respect to which Incentive Stock Options may be
granted under the Plan, except as provided in Section 6.2; (B) change
the class of employees eligible to receive Incentive Stock Options
under the Plan; or (C) extend the termination date of the Plan with
respect to any Incentive Stock Options granted hereunder; and
(ii) Any amendment which would require shareholder approval
pursuant to Treas. Reg. (S) 1.16227(e)(4)(vi) or any successor
thereto, if compliance with Treas. Reg. (S)1.162-27(e) or any
successor thereto is intended.
Notwithstanding the foregoing, no such amendment, suspension, or termination
shall alter or impair,.any outstanding Option without the consent of the
Optionee affected thereby.
(b) Shareholder approval must meet the following requirements:
(i) The approval of shareholders must be by a majority of the
outstanding shares of Company Stock present, or represented, and
entitled to vote at a meeting duly held in accordance with the
applicable laws of the State of Delaware; and
(ii) The approval of shareholders must comply with the applicable
provisions of the corporate charter, bylaws, and applicable state law
prescribing the method and degree of shareholder approval in such
case, the approval of shareholders must be effected:
(A) By a method and in a degree that would be treated as
adequate under applicable state law in the case of an action
requiring shareholder approval (i.e., an action on which
shareholders would be entitled to vote if the action were taken at
a duly held shareholders' meeting); or
(B) By a majority of the votes cast at a duly held
shareholders' meeting at which a quorum representing a majority of
all outstanding voting stock is, either in person or by proxy,'
present and voting on the plan.
(c) With the consent of the Optionee affected thereby, the Committee
may amend or modify any Outstanding Option in any manner to the extent that the
Committee would have had the authority under the Plan initially to grant such
Option as so modified or amended, including without limitation, to change the
date or draft as of which such Option may be exercised.
(S)6.4 Nonuniform Determinations. The Committee's determinations under
the Plan, including without limitation, (i) the determination of the Eligible
Individuals to receive Options, (ii) the form, amount, and timing of such
Options, (iii) the term and provisions of such Options, and (iv) the agreements
evidencing the same, need not be uniform and may be made by it selectively among
Eligible Individuals who receive, or who are eligible to receive, Options under
the Plan, whether or not such Optionees are similarly situated.
-9-
<PAGE>
(S)6.5 General Restriction. Each Option under the Plan shall be subject
to the condition that, if at any time the Committee shall determine that (i) the
listing, registration, or qualification of the shares of Company Stock subject
thereto upon any securities exchange or under any state or federal law, ii e
consent or approval of any government or regulatory body, or (iii) an agreement
by the Optionee with respect thereto, is necessary or desirable, then such
Option shall not become exercisable in whole or in part unless such listing,
registration, qualification, consent, approval, or agreement shall have been
effected or obtained free of any conditions not acceptable to the Committee.
Without limiting the generality of the foregoing, each Optionee or his legal
representative or beneficiary may also be required to give satisfactory
assurance that shares purchased upon exercise of an Option are being purchased
for investment and not with a view to distribution, and certificates
representing such shares may be legended accordingly.
(S)6.6 No Right To Employment. Neither the action of the Company in
establishing the Plan, nor any action taken by it or by the Board or the
Committee under the Plan, nor any provision of the Plan, shall be construed as
giving to any person the right to be retained in the employ of the Company or
any Related Corporation.
(S)6.7 Governing Law. With respect to any Incentive Stock Options
granted pursuant to the Plan and the related Stock Option Agreements, the Plan,
such Incentive Stock Options, and such related Stock Option Agreements shall be
governed by the applicable Code provisions to the maximum extent possible.
Otherwise, the laws of the State of Delaware shall govern the operation of, and
the rights of Optionees under, the Plan, Options granted hereunder, and the
related Stock Option Agreements.
(S)6.8 Application of Funds. The proceeds received by the Company from
the sale of Company Stock pursuant to Options granted under the Plan shall be
used for general corporate purposes. Any cash received in payment for shares
upon exercise of an Option to purchase Company Stock shall be added to the
general funds of the Company and shall be used for its corporate purposes. Any
Company Stock received in payment for shares upon exercise of an Option to
purchase Company Stock shall become treasury stock.
IN WITNESS WHEREOF, EASTERN ENVIRONMENTAL SERVICES, INC. has caused these
presents to be duly executed this 14th day of November, 1997.
EASTERN ENVIRONMENTAL SERVICES, INC.
By: /s/ Louis D. Paolino
-------------------------------------
President
Attest:
/s/ Robert M. Kramer
- -----------------------------------
Secretary
-10-
<PAGE>
EXHIBIT 5
<PAGE>
LAW OFFICES
DRINKER BIDDLE & REATH LLP
PHILADELPHIA NATIONAL BANK BUILDING
1345 CHESTNUT STREET
PHILADELPHIA, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
March 17, 1998
Eastern Environmental Services, Inc.
1000 Crawford Place
Mt. Laurel, NJ 08054
Gentlemen:
We have acted as counsel to Eastern Environmental Services, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement) relating to 5,000,000
shares of Common Stock of the Company, par value $.01 per share (the "Shares"),
issuable upon the exercise of options granted under the Company's 1997 Stock
Option Plan (the "Plan").
In that capacity, we have examined the originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
and the By-laws of the Company as amended through the effective date of the
Registration Statement, resolutions of the Company's Board of Directors, and
such other documents and corporate records relating to the Company and the
issuance and sale of the Shares as we have deemed appropriate. This opinion is
based exclusively on the General Corporation Law of the State of Delaware.
In all cases, we have assumed the legal capacity of each natural
person signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.
1
<PAGE>
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the issuance of the Shares
by the Company upon the exercise of stock options properly granted under the
Plan has been duly authorized by the necessary corporate action of the Board of
Directors and stockholders of the Company, and such Shares, upon exercise of
such options and payment therefor in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable by the Company.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
------------------------------
DRINKER BIDDLE & REATH LLP
2
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Eastern Environmental Services, Inc. of our reports dated:
(i) June 19, 1997 with respect to the combined financial statements of
Waste Services, Inc. and Affiliates, included in the Company's
Current Report on Form 8-K dated May 12, 1997 (as amended July 11,
1997 and July 25, 1997 on Form 8-K/A);
(ii) September 12, 1997 with respect to the financial statements of Pappy,
Inc. included in the Company's Current Report on Form 8-K dated
August 15, 1997 (as amended October 10, 1997 on Form 8-K/A);
(iii) December 12, 1997 with respect to the consolidated financial
statements of Pine Grove, Inc. included in the Company's Current
Report on Form 8-K dated December 1, 1997 (as amended February 17,
1998 on Form 8-K/A); and
(iv) February 23, 1998 with respect to the consolidated financial
statements of Eastern Environmental Services, Inc. for the three
years ended June 30, 1997 included in its Current Report on Form 8-K
dated February 27, 1998;
all filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 18, 1998
<PAGE>
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Eastern Environmental Services, Inc., of our reports dated
September 30, 1996, with respect to the combined comparative financial
statements of Super Kwik, Inc. and Waste Maintenance Services, Inc., included in
Eastern Environmental Services, Inc.'s Current Report on Form 8-K dated
September 27, 1996 (as amended on Form 8-K/A filed December 9, 1996, June 6,
1997 and July 10, 1997), filed with the Securities and Exchange Commission.
/s/ Bardall, Weintraub P.C.
-----------------------------
BARDALL, WEINTRAUB P.C.
Turnersville, New Jersey
March 16, 1998
<PAGE>
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Allied Environmental Services, Inc. and Affiliates
Merrick, New York
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Eastern Environmental Services, Inc., of our reports
relating to the combined financial statements of Allied Environmental Services,
Inc. and affiliates dated October 12, 1995 (except Notes 1 and 7 which are June
25, 1996) for the five month period ended November 30, 1994 and seven month
period ended June 30, 1995 and November 12, 1996 for the year ended June 30,
1996, included in Eastern Environmental Services, Inc.'s Form 8-K dated July 2,
1996 (as amended on Form 8-K/A dated September 16, 1996, May 13, 1997, June 6,
1997 and July 10, 1997).
/s/ BDO Seidman, LLP
------------------------------
BDO Seidman, LLP
Philadelphia, Pennsylvania
March 16, 1998
<PAGE>
EXHIBIT 23.4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Eastern Environmental Services, Inc., of our reports dated
December 27, 1996, with respect to the audited financial statements of R&A
Bender, Inc., and R&A Bender Property, Ltd., included in Eastern Environmental
Services, Inc.'s Current Report on Form 8-K dated December 10, 1996 (as amended
on Forms 8-K/A dated February 11, 1997, June 6, 1997 and July 10, 1997), filed
with the Securities and Exchange Commission.
/s/ Boyer & Ritter
--------------------------------
Chambersburg, Pennsylvania
March 16, 1998
<PAGE>
EXHIBIT 23.5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Eastern Environmental Services, Inc. of our report dated August
19, 1996 with respect to the combined financial statements of Allied
Environmental Services, Inc., Allied Environmental Services West, Inc., Allied
Mid-Atlantic Inc., and Allied Waste Management, Inc., included in Eastern
Environmental Services, Inc.'s Current Report on Form 8-K dated July 2, 1996 (as
amended on Forms 8-K/A dated September 16, 1996, May 13, 1997, June 6, 1997 and
July 10, 1997) filed with the Securities and Exchange Commission.
/s/ B.J. Klinger & Co., P.C.
---------------------------------
B.J. Klinger & Co., P.C.
Great Neck, New York
March 16, 1998
<PAGE>
EXHIBIT 23.6
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Eastern Environmental Services, Inc. of our report dated March 3,
1997, with respect to the combined financial statements of Donno Company, Inc.
and affiliates included in Eastern Environmental Services, Inc.'s Current Report
on Form 8-K/A dated July 10, 1997 (amending the Company's Form 8-K dated January
31, 1997), both filed with the Securities and Exchange Commission.
/s/ Paternostro, Callahan & DeFrietas, LLP
------------------------------------------
Paternostro, Callahan & DeFrietas, LLP
Mineola, New York
March 16, 1998
<PAGE>
EXHIBIT 23.7
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Eastern Environmental Services, Inc., of our reports dated April
30, 1997, with respect to financial statements of Apex Waste Services, Inc. and
Waste Management of Pennsylvania, Inc., Northeast Pennsylvania Division,
included in Eastern Environmental Services, Inc.'s Current Report on Form 8-K
dated March 31, 1997 (as amended on Form 8-K/A filed May 15, 1997 and July 10,
1997) and August 29, 1997 with respect to the financial statements of Soil
Remediation of Philadelphia, Inc. and USA Waste of Fairless Hills, Inc.,
included in Eastern Environmental Services, Inc.'s Current Report on Form 8-K
dated August 20, 1997 (as amended on Form 8-K/A filed November 3, 1997) filed
with the Securities and Exchange Commission.
/s/ Daniel P. Irwin and Associates P.C.
----------------------------------------
Daniel P. Irwin and Associates P.C.
Strafford-Wayne, Pennsylvania
March 16, 1998
