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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WASTE MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 73-1309529
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1001 FANNIN STREET
SUITE 4000
HOUSTON, TEXAS 77001
(713) 512-6200
(Address, including zip code, and telephone number,
including area code of Registrant's principal executive offices)
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WASTE MANAGEMENT, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the Plans)
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LAWRENCE O'DONNELL, III
WASTE MANAGEMENT, INC.
1001 FANNIN STREET
SUITE 4000
HOUSTON, TEXAS 77002
(713) 512-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) (1)(2) PRICE(1)(3) FEE(1)(3)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share..... 1,250,000 $19.00 $23,750,000 $6,270.00
Common Stock, par value $0.01 per share..... 159,708 -- -- --
=============================================================================================================================
</TABLE>
(1) The Registrant previously filed registration statement on Form S-8 to
register the issuance of shares pursuant to the Waste Management 1997
Employee Stock Purchase Plan (the "Plan") on September 2, 1997,
Registration No. 333-34819 (the "Old S-8). The Old S-8 registered the
issuance of up to 1,000,000 shares of Common Stock under the Plan. There
are currently 159,708 shares of Common Stock registered for issuance under
the Old S-8 that have not been issued (the "Unissued Shares"). The
registrant paid fees totaling $2,031.17 to register the Unissued Shares.
Pursuant to General Instruction E to Form S-8, the Unissued Shares are
being carried forward from such earlier registration statement and,
accordingly, the Registrant has offset the registration fee to be paid
herewith by the $2,031.17 in fees that were paid by the Registrant on
September 2, 1997.
(2) Represents the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on August 30, 2000.
(3) Computed in accordance with Rules 457(c) and (h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the total
registration fee. The aggregate offering price and amount of registration
fee have been computed based on the average of the high and low prices of
Common Stock as reported on the New York Stock Exchange on August 30,
2000.
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EXPLANATORY STATEMENT
The Registrant has filed this registration statement on Form S-8 to
register the issuance of an additional 1,250,000 shares of Common Stock pursuant
to the Waste Management 1997 Employee Stock Option Plan (the "Plan"). The
Registrant previously filed a registration statement on Form S-8 to register the
issuance of shares pursuant to the Plan on September 27, 1997, Registration No.
333-34819 (the "Old S-8"). The Old S-8 registered the issuance of up to
1,000,000 shares of Common Stock under the Plan. There are currently 159,708
shares of Common Stock registered for issuance under the Old S-8 that have not
been issued (the "Unissued Shares").
In accordance with the principles set forth in Interpretation 89 under
Section G "Securities Act Forms" of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (July 1997) and Instruction E to Form S-8, the Unissued
Shares are being carried forward from the Old S-8. Additionally,
contemporaneously with the filing of this Registration Statement, the Registrant
is filing an amendment to post-effectively amend the Old S-8 to deregister the
issuance of the Unissued Shares.
Upon this registration statement's effectiveness, there will be 1,409,708
shares of Common Stock registered for issuance under the Plan, 1,250,000 shares
newly registered hereby and 159,708 shares from the Old S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
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* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are hereby incorporated by reference into
this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on July 1, 1993, as amended
on Form 8-B filed with the Commission on July 13, 1995.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all of the 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 a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon by Lawrence O'Donnell, III, Senior Vice President, General
Counsel and Secretary of the Company. Mr. O'Donnell beneficially owns 21,239
shares of Common Stock, which are restricted and subject to certain vesting
requirements, and also has options to purchase 350,000 shares of Common Stock,
none of which are currently exercisable. Additionally, Mr. O'Donnell is eligible
to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation (the "Charter") and the Bylaws
of the Registrant provide in effect that the Registrant shall indemnify its
directors, officers, employees and agents (as well as persons serving as a
director officer, employee or agent of any of the Registrant's direct or
indirect subsidiaries) to the extent permitted by the General Corporation Law of
the State of Delaware (the "DGCL"). Sections 102 and 145 of the DGCL provide
that a Delaware corporation has the power to indemnify its directors, officers,
employees and agents in certain circumstances, as described below.
In accordance with Section 102 of the DGCL, the Registrant's Charter
contains a provision that eliminates the personal liability of directors of the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except in cases where the director breached his or her duty of
loyalty to the Registrant or its stockholders, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of the law, willfully
or negligently
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authorized the unlawful payment of a dividend or approved an unlawful stock
redemption or repurchase or obtained an improper personal benefit.
Pursuant to Subsection (a) of Section 145 of the DGCL, the Registrant's
Bylaws provide that the Registrant shall indemnify any director, officer,
employee or agent, or former director, officer, employee or agent who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Registrant),
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director, officer, employee or agent acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such director, officer, employee or
agent had no reasonable cause to believe that his or her conduct was unlawful.
Pursuant to Subsection (b) of Section 145 of the DGCL, the Registrant's
Bylaws provide that the Registrant shall indemnify any director, officer,
employee or agent, or former director, officer, employee or agent, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorney's fees),
judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred in connection with the investigation, preparation to defend
or defense of such action or suit provided that such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interest of the Registrant, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Court of Chancery (or such other court in which such action or suit has been
brought) shall determine that despite the adjudication of liability such person
is fairly and reasonable entitled to indemnity for such expenses which the court
shall deem proper.
The Registrant's Bylaws further provide that, to the extent that a
director, officer employee or agent has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
of the DGCL or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonable incurred by him or her in connection therewith. Any person seeking
indemnification as described above shall be deemed to have met the standard of
conduct required for such indemnification unless the contrary shall be
established. The indemnification provided by Section 145 of the DGCL shall not
be exclusive of any other rights to which the party seeking indemnification may
be entitled.
Section 145 of the DGCL also provides that a corporation is empowered to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or her or
incurred by him or her in any such capacity or arising out of his or her status
as such whether or not the corporation would have the power to indemnify him or
her against such liabilities under Section 145 of the DGCL. The Registrant has
purchased certain liability insurance for its officers and directors.
The Registrant has entered into indemnification agreements with certain of
its executive officers and certain o its executive officers' employment
agreements contain indemnification provisions. Such agreements and provisions
generally provide that such persons will be indemnified and held harmless to the
fullest extent of Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.1 - Restated Certificate of Incorporation (Incorporated by reference to
Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated July
16, 1998).
4.2 - Bylaws (Incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000).
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5.1 - Opinion of Lawrence O'Donnell, III with respect to the legality of the
securities.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Arthur Andersen LLP.
23.3 - Consent of Lawrence O'Donnell, III (included in Exhibit 5.1).
24.1 - Powers of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement which
represent a fundamental change in the information set forth in
the Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further 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 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints A. Maurice Myers, William L. Trubeck and Lawrence
O'Donnell, III, and each of them, each of whom may act without joinder of the
other, 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 any or all pre- or post-effective amendments to
this Registration Statement, including without limitation any registration
statement of the type contemplated by Rule 462(b) under the Securities Act of
1933, as amended, 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 and
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, and each of them, or substitute or
substitutes of any or all of them, may lawfully do or cause to be done by virtue
hereof.
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
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on the 31st day of
August, 2000.
WASTE MANAGEMENT, INC.
/s/ A. Maurice Myers
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By: A. Maurice Myers
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 31st day of August, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ A. Maurice Myers President, Chief Executive Officer and Chairman of the Board
------------------------------------------------ (Principal Executive Officer)
A. Maurice Myers
/s/ William L. Trubeck Senior Vice President and Chief Financial Officer
------------------------------------------------ (Principal Financial Officer)
William L. Trubeck
/s/ Bruce E. Snyder Vice President and Chief Accounting Officer
------------------------------------------------ (Principal Accounting Officer)
Bruce E. Snyder
/s/ H. Jesse Arnelle Director
------------------------------------------------
H. Jesse Arnelle
</TABLE>
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<TABLE>
<S> <C>
/s/ Pastora San Juan Cafferty Director
------------------------------------------------
Pastora San Juan Cafferty
/s/ Ralph F. Cox Director
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Ralph F. Cox
/s/ Robert S. Miller Director
------------------------------------------------
Robert S. Miller
/s/ Paul M. Montrone Director
------------------------------------------------
Paul M. Montrone
/s/ John C. Pope Director
------------------------------------------------
John C. Pope
/s/ Steven G. Rothmeier Director
------------------------------------------------
Steven G. Rothmeier
/s/ Ralph V. Whitworth Director
------------------------------------------------
Ralph V. Whitworth
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1 - Restated Certificate of Incorporation (Incorporated by reference
to Exhibit 3.2 to the Registrant's Current Report on Form 8-K
dated July 16, 1998).
4.2 - Bylaws (Incorporated by reference to Exhibit 3 to the
Registrant's Quarterly Report on Form 10-Q for the Quarter ended
June 30, 2000).
5.1 - Opinion of Lawrence O'Donnell, III with respect to the legality
of the securities.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Arthur Andersen LLP.
23.3 - Consent of Lawrence O'Donnell, III (included in Exhibit 5.1).
24.1 - Powers of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
