<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1997
REGISTRATION NO. 333 -
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA WASTE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Delaware 73-1309529
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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USA WASTE SERVICES, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
Gregory T. Sangalis
Vice President, General Counsel and Secretary
USA Waste Services, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(713) 512-6200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR
VALUE $.01 PER SHARE
("COMMON STOCK") 1,000,000 $41.96875 $41,968,750 $12,718
===========================================================================================================
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the average of the high and low sales
price of a share of the Company's Common Stock on the New York Stock
Exchange on August 29, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission under the
Exchange Act (File No. 1-12154) are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended by its Annual Report on Form 10-K/A (Amendment No. 1)
filed April 30, 1997;
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(iii) the Company's Current Reports on Form 8-K filed January 13, 1997,
January 24, 1997, February 6, 1997, February 7, 1997, March 27, 1997 (as
amended by its Current Reports on Form 8-K/A filed April 15, 1997, and July 23,
1997) and April 17, 1997;
(iv) the Company's Joint Proxy Statement and Prospectus, which is part of
the Company's Registration Statement on Form S-4 (Registration No. 333-31979)
filed on July 24, 1997; and
(v) the description of the Common Stock contained in the Registration
Statement on Form 8-A dated July 1, 1993, as amended by Form 8-B dated July 13,
1995.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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 part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its
certificate of incorporation that will relieve its directors of monetary
liability for breaches of their fiduciary duty to the corporation, except under
certain circumstances, including a breach of the directors' duty of loyalty,
acts or omissions of the director not in good faith or which involve
intentional misconduct or a knowing violation of law, the approval of an
improper payment of a dividend or an improper purchase by the corporation of
stock or any transaction from which the director derived an improper personal
benefit. The Company's Restated Certificate of Incorporation
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provides that the Company's directors are not liable to the Company or its
stockholders for monetary damages for breach of their fiduciary duty, subject
to the described exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Bylaws of the
Company provide for indemnification of each officer and director of the Company
to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or
was an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a
directors' and officers' liability policy for such purpose.
The Company has entered into Indemnification Agreements with each of its
directors and executive officers. Such Indemnification Agreements provide that
such persons (the "Indemnitees") will be indemnified and held harmless from all
expenses, including (without limitation) reasonable fees and expenses of
counsel, and all liabilities, including (without limitation) the amount of any
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually incurred by an Indemnitee with respect to any threatened, pending or
completed claim, action (including any action by or in the right of the
Company), suit or proceeding (whether formal or informal, or civil, criminal,
administrative, legislative, arbitrative or investigative) in respect of which
such Indemnitee is, was or at any time becomes, or is threatened to be made, a
party, witness, subject or target, by reason of the fact that such Indemnitee
is or was a director, officer, agent or fiduciary of the Company or serving at
the request of the Company as a director, officer, employee, fiduciary or
representative of another enterprise. Such Indemnification Agreements also
provide that the Company, if requested to do so by an Indemnitee, will advance
to such Indemnitee, prior to final disposition of any proceeding, the expenses
actually incurred by the Indemnitee subject to the obligation of the Indemnitee
to refund if it is ultimately determined that such Indemnitee was not entitled
to indemnification.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Exhibit
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4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-4 ( File No. 33-60103)).
4.2 Amendment to Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1(a) to the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1996).
4.3 Conformed Copy of Restated Certificate of Incorporation as amended of
the Company (incorporated by reference to Exhibit 3.1(b) to the
Company's Quarterly Report on Form 10-Q for the three months ended March
31, 1996).
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Post-
Effective Amendment No. 1 to the Company's Registration Statement on
Form S-4 (File No. 33-60103)).
*5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. [Contained in
Exhibit 5.1].
*23.2 Consent of Coopers & Lybrand L.L.P.
*23.3 Consent of Coopers & Lybrand, Chartered Accountants
24.1 Power of Attorney [Included on Page II-5].
99.1 USA Waste Services, Inc. 1997 Employee Stock Purchase Plan (incorporated
by reference to Appendix D to the Company's Registration Statement on
Form S-4 (File No. 333-31979)).
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* Filed herewith
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ITEM 9. UNDERTAKINGS.
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 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;
(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; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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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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 this 2nd day of
September, 1997.
USA WASTE SERVICES, INC.
By: /s/ JOHN E. DRURY
-----------------------
John E. Drury
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. Drury, Earl E. DeFrates and Gregory T.
Sangalis and each of them, his true and lawful attorneys-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, execute and file this
registration statement under the Securities Act and any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or additional registration statements filed pursuant to Rule 462
under the Securities Act increasing the amount of securities for which
registration is being sought) to this registration statement, and to file the
same, with all exhibits thereto, and all other documents in statements, notices
or other documents necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, 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 substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 2, 1997.
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Signature Title
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<S> <C>
/s/ JOHN E. DRURY Chairman of the Board and Chief Executive Officer
- ------------------------------------------------------- (Principal executive officer)
John E. Drury
/s/ RODNEY R. PROTO President, Chief Operating Officer and Director
- -------------------------------------------------------
Rodney R. Proto
/s/ EARL E. DeFRATES Executive Vice President and Chief Financial
- ------------------------------------------------------- Officer (Principal financial officer)
Earl E. DeFrates
/s/ BRUCE E. SNYDER Vice President and Chief Accounting Officer
- ------------------------------------------------------- (Principal accounting officer)
Bruce E. Snyder
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/s/ RALPH F. COX Director
- -------------------------------------------------------
Ralph F. Cox
/s/ RICHARD J. HECKMANN Director
- -------------------------------------------------------
Richard J. Heckmann
/s/ RICHARD D. KINDER
- ------------------------------------------------------- Director
Richard D. Kinder
/S/ LARRY J. MARTIN Director
- -------------------------------------------------------
Larry J. Martin
/s/ WILLIAM E. MOFFETT Director
- -------------------------------------------------------
William E. Moffett
/s/ ALEXANDER W. RANGOS Director
- -------------------------------------------------------
Alexander W. Rangos
/s/ JOHN G. RANGOS, SR. Director
- -------------------------------------------------------
John G. Rangos, Sr.
/s/ KOSTI SHIRVANIAN Director
- -------------------------------------------------------
Kosti Shirvanian
/s/ DAVID SUTHERLAND-YOEST Director
- -------------------------------------------------------
David Sutherland-Yoest
/s/ JEROME B. YORK Director
- -------------------------------------------------------
Jerome B. York
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EXHIBIT INDEX
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Exhibit No. Exhibit
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4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-4 ( File No. 33-60103)).
4.2 Amendment to Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1(a) to the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1996).
4.3 Conformed Copy of Restated Certificate of Incorporation as amended of
the Company (incorporated by reference to Exhibit 3.1(b) to the
Company's Quarterly Report on Form 10-Q for the three months ended March
31, 1996).
4.4 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to Post-
Effective Amendment No. 1 to the Company's Registration Statement on
Form S-4 (File No. 33-60103)).
*5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. [Contained in
Exhibit 5.1].
*23.2 Consent of Coopers & Lybrand LLP.
*23.3 Consent of Coopers & Lybrand, Chartered Accountants
24.1 Power of Attorney [Included on Page II-5].
99.1 USA Waste Services, Inc. 1997 Employee Stock Purchase Plan (incorporated
by reference to Appendix D to the Company's Registration Statement on
Form S-4 (File No. 333-31979)).
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* Filed herewith
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EXHIBIT 5.1
[LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. LETTERHEAD]
September 2, 1997
USA Waste Services, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for USA Waste Services, Inc., a Delaware
corporation (the "Company") in connection with the registration, pursuant to a
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, of the offering and sale of up to 1,000,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"), which may be
issued pursuant to the Company's 1997 Employee Stock Purchase Plan ("the
Plan"). Capitalized terms not defined herein shall have the meanings given to
them under the Plan.
In our capacity as counsel for the Company, we have examined the
corporate documents of the Company, including its Restated Certificate of
Incorporation, its Bylaws, and resolutions adopted by its board of directors
and committees thereof. We have also examined the Registration Statement,
together with the exhibits thereto, and such other documents which we have
deemed necessary for the purposes of the expressing the opinion contained
herein. We have relied on representations made by and certificates of the
officers of the Company and public officials with respect to certain facts
material to our opinion. We have made no independent investigation regarding
such representations and certificates.
Based upon the foregoing, we are of the opinion that when payment for
the shares of Common Stock has been made pursuant to the Plan, the Common Stock
issued thereupon will be validly issued, fully paid and nonassessable.
<PAGE> 2
USA Waste Services, Inc.
September 2, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8, relating to the registration of 1,000,000 shares of common stock,
$.01 par value, of our report dated March 21, 1997, on our audits of the
consolidated financial statements of USA Waste Services, Inc. and subsidiaries.
Coopers & Lybrand L.L.P.
Houston, Texas
September 2, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated October 16, 1996, (except for notes 1 and 8 which
are as at January 15, 1997), on our audit of the combined financial statements
of Laidlaw Solid Waste Management Group - Canadian Operations.
Coopers & Lybrand
Chartered Accountants
Hamilton, Canada
September 2, 1997
