As filed with the Securities and Exchange Commission on August 5, 1999
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
WASTE SYSTEMS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-420366
(State of incorporation) (I.R.S. Employer Identification Number)
420 Bedford Street, Suite 300
Lexington, Massachusetts 02420
(781) 862-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
WASTE SYSTEMS INTERNATIONAL, INC.
AMENDED AND RESTATED 1995 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
PHILIP W. STRAUSS
Chairman, Chief Executive Officer and President
WASTE SYSTEMS INTERNATIONAL, INC.
420 Bedford Street, Suite 300
Lexington, Massachusetts 02420
(781) 862-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
With copies to:
Thomas P. Storer, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------- ----------------------- ------------------------- ------------------------- ------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- ----------------------------- ----------------------- ------------------------- ------------------------- ------------------
- ----------------------------- ----------------------- ------------------------- ------------------------- ==================
Common Stock, par value 225,768 shares $4.25 (2) $ 959,514 $ 266.75
$.01 per share
788,218 shares $6.44 (3) $5,076,123 $1,411.16
- ----------------------------- ----------------------- ------------------------- ------------------------- ==================
- ----------------------------- ----------------------- ------------------------- ------------------------- ==================
Total 1,013,986 shares -- $6,035,637 $1,677.91
- ----------------------------- ----------------------- ------------------------- ------------------------- ==================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to
the Waste Systems International, Inc. Amended and Restated 1995 Stock
Option and Incentive Plan (the "Employee Plan") in the event of a stock
dividend, reverse stock split, split-up, recapitalization or other
similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act
of 1933, as amended (the "Securities Act"), solely for purposes of
determining the registration fee and is based upon the price at which
outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for purposes of determining the registration fee
based on the average of the high and low prices of the Issuer's Common
Stock on the Nasdaq SmallCap market on August 2, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
the following document filed by Waste Systems International, Inc., a Delaware
corporation ("the Company"), with the Securities and Exchange Commission are
incorporated herein by reference: the Company's Registration Statements on Form
S-8 filed on April 24, 1998 (File No. 333-50955) and January 21, 1999 (File No.
333-70889) relating to the Waste Systems International, Inc. Amended and
Restated 1995 Stock Option and Incentive Plan (the "Employee Plan") and the
Waste Systems International, Inc. Amended and Restated 1995 Stock Option Plan
for Non-Employee Directors. This Registration Statement is being filed to
register an additional 1,013,986 shares of common stock subject to issuance
under the Employee Plan.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by reference
as part of this registration statement.
Exhibit No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their
opinion filed as Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP, Independent Public Accountants.
24.1 Power of Attorney (included on the signature page of this
registration statement).
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Town of Lexington, Commonwealth of
Massachusetts, on this 4th day of August, 1999.
WASTE SYSTEMS INTERNATIONAL, INC.
By: /s/ Robert Rivkin
Robert Rivkin
Executive Vice President_Acquisitions,
Chief Financial Officer, Secretary, Treasurer and
Director
(Principal Financial and Accounting Officer)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Waste Systems International, Inc. hereby constitute Robert Rivkin,
our true and lawful attorney with full power to him to sign for us and in our
names in the capacities indicated below, the registration statement filed
herewith and any and all amendments to said registration statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Waste Systems International, Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorney, to said registration statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
/s/ Philip Strauss Chairman of the Board August 4, 1999
- ----------------------------------
Philip Strauss and Chief Executive Officer
and President
(Principal Executive Officer)
/s/ Robert Rivkin Executive Vice President August 4, 1999
- ----------------------------------
Robert Rivkin Acquisitions, Chief Financial
Officer, Secretary, Treasurer
and Director
(Principal Financial and Accounting Officer)
/s/ Jay J. Matulich Director August 4, 1999
- ----------------------------------
Jay J. Matulich
/s/ David J. Breazzano Director August 4, 1999
- ----------------------------------
David J. Breazzano
/s/ Charles Johnston Director August 4, 1999
- ----------------------------------
Charles Johnston
/s/ Judy K. Mencher Director August 4, 1999
- ----------------------------------
Judy K. Mencher
/s/ William B. Philipbar Director August 4, 1999
- ----------------------------------
William B. Philipbar
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality
of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in their
opinion filed as Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP, Independent Public Accountants.
24.1 Power of Attorney (included on the signature page of this
registration statement).
<PAGE>
Exhibit 5.1
August 4, 1999
Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02420
Re: Legality of Securities to be Registered under Registration Statement on
Form S-8 Pursuant to Waste Systems, Inc.'s 1995 Stock Option and
Incentive Plan, as amended.
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Waste Systems
International, Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a registration
statement on Form S-8 (the "Registration Statement") relating to 1,013,986
shares of the Company's common stock, par value $.01 per share (the "Registered
Shares"), which may be issued pursuant to the Company's 1995 Stock Option and
Incentive Plan, as amended (the "Plan").
As counsel for the Company, we have examined copies of the Plan, the
Registration Statement, and the Company's Second Amended and Restated
Certificate of Incorporation, as amended, and By-laws, each as presently in
effect, such records of the corporate proceedings of the Company as we have
deemed to be material and such other certificates, receipts, records, and other
documents as we have deemed necessary or appropriate for the purposes of this
opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts, and also express no opinion with respect to the blue sky or
securities laws of any state, including Massachusetts.
<PAGE>
Waste Systems International, Inc.
August 4, 1999
Page 2
Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plans, the Registered
Shares will be duly authorized, validly issued, fully paid and non-assessable by
the Company under the Delaware General Corporation Law.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement pertaining to the Waste Systems International, Inc. 1995 Amended and
Restated Stock Option and Incentive Plan, as amended, on Form S-8 of our report
dated March 26, 1998, on our audits of the financial statements of Waste Systems
International, Inc. (formerly BioSafe International, Inc.) as of December 31,
1997, which report is included in the 1997 Annual Report on Form 10-K. Our
report dated March 26, 1998 includes an explanatory paragraph that states that
the Company must raise substantial additional capital and must achieve a level
of revenues adequate to support its cost structure, which raises substantial
doubt about its ability to continue as a going concern. The consolidated
financial statements incorporated by reference herein do not include any
adjustments that might result from the outcome of that uncertainty.
/s/ KPMG LLP
KPMG LLP
Boston, Massachusetts
August 4, 1999
