As filed with the Securities and Exchange Commission on January 21, 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.
(formerly "BioSafe International, Inc.")
(Exact name of Registrant as specified in its charter)
Delaware 95-4203626
(State of incorporation) (I.R.S. Employer Identification Number)
420 Bedford Street, Suite 300
Lexington, MA 02173
(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
WASTE SYSTEMS INTERNATIONAL, INC.
AMENDED AND RESTATED 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
Robert Rivkin
Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02173
(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
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<C> <C> <C> <C> <C>
============================= ----------------------- ------------------------- ------------------------- ------------------
Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
============================= ======================= ========================= ========================= ==================
Common Stock, 411,518 shares $6.25(2) $2,571,988 $2,334
$.01 par value per 3,000 shares $6.50(2) $19,500
share 7,500 shares $6.63(2) $49,725
98,500 shares $9.00(2) $886,500
2,000 shares $8.00(2) $16,000
20,000 shares $8.88(2) $177,600
5,000 shares $7.25(2) $36,250
80,000 shares $9.25(2) $740,000
2,000 shares $8.63(2) $17,260
5,000 shares $9.23(2) $46,150
7,500 shares $7.00(2) $52,500
657,982 shares(3) $5.75(4) $3,783,397
------- ---------
1,300,000 $5.75 $8,396,870
========= ==========
============================= ======================= ========================= ========================= ==================
</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) Includes shares reserved for issuance pursuant to the Employee Plan.
(4) 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 January 6, 1999.
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
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 Statement on Form
S-8 filed on April 24, 1998 (File No. 333-50955) 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 1,300,000 shares of common
stock subject to issuance under the Employee Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
The validity of securities offered hereby has been passed upon by
Goodwin, Procter & Hoar LLP, Boston, Massachusetts, as counsel for the Company.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
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
Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP, Independent Accountants.
24.1 Powers of Attorney (included in signature page on page 2 of
this registration statement).
<PAGE>
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 Town of Lexington, Commonwealth of Massachusetts, on this
20th day of January, 1999.
WASTE SYSTEMS INTERNATIONAL, INC.
By: /s/ Robert Rivkin
-----------------
Robert Rivkin
Executive Vice President - Acquisitions,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Waste Systems International, Inc. hereby severally constitute
Philip Strauss and Robert Rivkin, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, 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 attorneys, or any of them, 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.
<PAGE>
Signature Capacity Date
/s/ Philip Strauss Chairman, President and Chief January 21, 1999
- ------------------ Executive Officer (Principal
Philip Straus Executive Officer)
/s/ Robert Rivkin Executive Vice President -
- ---------------- Acquisitions, Chief Financial January 21, 1999
Robert Rivkin Officer, Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/s/ Jay Matulich Director January 21, 1999
- ----------------
Jay Matulich
/s/ David Breazzano Director January 21, 1999
- -------------------
David Breazzano
/s/ Charles Johnston Director January 21, 1999
- --------------------
Charles Johnston
/s/ Judy Mencher Director January 21, 1999
- ----------------
Judy Mencher
/s/ William Philipbar Director January 21, 1999
- ---------------------
William 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
Exhibit 5.1 hereto).
23.2 Consent of KPMG LLP, Independent Accountants.
24.1 Powers of Attorney (included on page 2 of this
Registration statement).
<PAGE>
Exhibit 5.1
Janbuary 20, 1999
Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02173
Re: Legality of Securities to be Registered Under
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 1,300,000
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of Waste Systems International, Inc., a Delaware corporation (the
"Company").
In connection with rendering this opinion, we have examined the Amended
and Restated Certificate of Incorporation of the Company, as amended and
restated to the date hereof and on file with the Delaware Secretary of State;
the By-laws of the Company; such records of the corporate proceedings of the
Company as we deem appropriate for the purposes of this opinion; the
Registration Statement; and the Waste Systems International, Inc. Amended and
Restated 1995 Stock Option and Incentive Plan, as amended to date (the "Plan").
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such copies and the authenticity of telephonic confirmations of public
officials and others. As to facts material to our opinion, we have relied upon
certificates or telephonic confirmations of public officials and certificates,
documents, statements and other information of the Company or representatives or
officers thereof.
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, the laws of The
Commonwealth of Massachusetts and the General Corporation Law of the State of
Delaware.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Plan, such
Shares will be duly authorized, validly issued, fully paid and non-assessable.
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 the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
--------------------------
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.2
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 raiases 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.
KPMG Peat Marwick LLP
Boston, Massachusetts
January 18, 1999
