[Letterhead of Waste Systems International, Inc.]
Dear Stockholder:
You are invited to attend a Special Meeting of Stockholders (the "Special
Meeting") of Waste Systems International, Inc. (the "Company"), scheduled for
October 21, 1999 at 10:00 a.m. to be held at the offices of the Company, located
at 420 Bedford St., Lexington, Massachusetts.
In connection with the Special Meeting, enclosed is a Notice of the Special
Meeting and an accompanying Proxy Statement for your review. At the Special
Meeting, stockholders will be asked to approve the conversion of all currently
outstanding shares of the Company's Series C Convertible Preferred Stock, par
value $.001 per share (the "Series C Stock"), held by the former shareholders
(the "ETW Shareholders") of Eastern Trans-Waste of Maryland, Inc. ("ETW"), into
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"). The Common Stock into which the Series C Stock is convertible, when
added to the shares of Common Stock already held by the ETW Stockholders and an
affiliate thereof, will result in an aggregate holding of Common Stock by the
ETW Stockholders and such affiliate collectively of 21.857% of the shares
outstanding of the Company as of September 1, 1999.
We encourage you to review the enclosed material and promptly return the
enclosed Proxy Card. The Board of Directors has approved the conversion and
recommends that you vote in favor of the conversion.
Thank you and I look forward to seeing you at the Special Meeting.
Sincerely,
Waste Systems International, Inc.
Philip W. Strauss Robert Rivkin
Chairman, President and Executive Vice President-Acquisitions,
Chief Executive Officer Secretary, Treasurer and Director
<PAGE>
Waste Systems International, Inc.
420 Bedford Street
Suite 300
Lexington, Massachusetts 02420
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, OCTOBER 21 , 1999
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of Waste Systems International, Inc. ("WSI" or the "Company")
will be held on Thursday, October 21, 1999 at 10:00 a.m., local time, at the
offices of the Company, 420 Bedford St., Lexington, Massachusetts for the
purpose of considering and voting upon a proposal to approve the conversion of
all currently outstanding shares of the Company's Series C Convertible Preferred
Stock, par value $.001 per share (the "Series C Stock"), held by the former
shareholders (the "ETW Shareholders") of Eastern Trans-Waste of Maryland, Inc.
("ETW"), into shares of the Company's common stock, par value $.01 per share
(the "Common Stock"). The Common Stock into which the Series C Stock is
convertible, when added to the shares of Common Stock already held by the ETW
Stockholders and an affiliate thereof, will result in an aggregate holding of
Common Stock by the ETW Stockholders and such affiliate collectively of 21.857%
of the shares outstanding of the Company as of September 1, 1999.
Any action may be taken on the foregoing proposal at the Special Meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the Special Meeting may be adjourned, or to which the Special
Meeting may be postponed.
The Board of Directors has fixed the close of business on September 24, 1999 as
the record date for determining the stockholders entitled to notice of and to
vote at the Special Meeting and any adjournments or postponements thereof. Only
stockholders of record of the Common Stock at the close of business on that date
will be entitled to notice of and to vote at the Special Meeting and at any
adjournments or postponements thereof.
You are requested to fill in and sign the enclosed form of proxy (also referred
to herein and in the accompanying proxy statement as the "Proxy Card"), which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Stockholders of record who attend the Special Meeting may
vote in person, even if they have previously delivered a signed proxy.
By Order of the Board of Directors,
/s/ Robert Rivkin
Robert Rivkin
Secretary
Lexington, Massachusetts
September 9, 1999
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
<PAGE>
WASTE SYSTEMS INTERNATIONAL, INC.
420 Bedford Street
Suite 300
Lexington, MA 02420
---------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 21, 1999
September 9, 1999
This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of Waste Systems
International, Inc., a Delaware corporation (the "Company"), from stockholders
of the outstanding shares of the Company's common stock, $.01 par value per
share (the "Common Stock") for use at a Special Meeting of Stockholders of the
Company to be held on October 21, 1999, and any adjournments or postponements
thereof (the "Special Meeting"), for the purpose set forth in the accompanying
Notice of Special Meeting.
This Proxy Statement, the accompanying Notice of Special Meeting and
the form of proxy (also referred to herein as the "Proxy Card") are first being
sent to stockholders on or about September 27, 1999. The Board of Directors has
fixed the close of business on September 24, 1999 as the record date for the
determination of stockholders entitled to notice of and to vote at the Special
Meeting (the "Record Date"). Only stockholders of record of the Company's Common
Stock at the close of business on the Record Date will be entitled to notice of
and to vote at the Special Meeting. As of the Record Date, there were an
aggregate of 15,876,368 shares of Common Stock and Common Stock equivalents
eligible to vote at the Special Meeting. Holders of Common Stock outstanding as
of the close of business on the Record Date will be entitled to one vote for
each share.
The presence, in person or by proxy, of holders of shares of voting
stock representing a majority of the voting power of the outstanding shares of
voting stock issued, outstanding, and entitled to vote at a meeting of
stockholders is necessary to constitute a quorum for the transaction of business
at the Special Meeting. The affirmative vote of a majority of the total votes
cast on the proposal, in person or by proxy at the Special Meeting, is required
for the approval of the proposed conversion. Shares that reflect abstentions or
"broker nonvotes" (i.e., shares represented at the Special Meeting held by
brokers or nominees as to which instructions have not been received from the
beneficial owners or persons entitled to vote such shares and, with respect to
one or more but not all issues, such brokers or nominees do not have
discretionary voting power to vote such shares) will be counted for purposes of
determining whether a quorum is present for the transaction of business at the
Special Meeting. Abstentions will be counted toward the tabulation of votes cast
and will have the same effect as negative votes. Broker nonvotes are not
included in the votes cast on the proposal and therefore will have no effect.
Stockholders of the Company are requested to complete, date, sign and
promptly return the accompanying Proxy Card in the enclosed postage-prepaid
envelope. Shares represented by a properly executed proxy received prior to the
vote at the Special Meeting and not revoked will be voted at the Special Meeting
as directed on the Proxy Card. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the conversion of all the
Company's currently outstanding shares of Series C Stock into shares of Common
Stock.
A stockholder of record may revoke a proxy at any time before it has
been exercised by filing a written revocation with the Secretary of the Company
at the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Special Meeting. Any stockholder of record as of the Record Date attending the
Special Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a stockholder at the Special
Meeting will not constitute revocation of a previously given proxy.
<PAGE>
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, as amended by the Report on Form 10-K/A filed on April 8,
1999, as further amended by the Report on Form 10-K/A Amendment No. 2 filed on
August 5, 1999, the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999, as amended by the Report on Form 10-Q/A filed on
August 5, 1999, the Company's Quarterly Report Quarterly on Form 10-Q for the
fiscal quarter ended June 30, 1999 and the Company's Current Report on Form 8-K
filed on March 25, 1999, as amended by Current Report on Form 8-K/A filed on May
24, 1999, are being mailed to stockholders concurrently with this Proxy
Statement. See "Incorporation of Documents by Reference."
PROPOSAL TO APPROVE THE CONVERSION OF THE COMPANY'S SERIES C STOCK
INTO SHARES OF THE COMPANY'S COMMON STOCK
Reasons for the Proposal
Pursuant to the terms of an Agreement and Plan of Merger dated as of
July 2, 1999 (the "Closing Date") by and among the Company, WSI Acquisition Co.,
ETW and the Shareholders named therein (the "Merger Agreement"), WSI Acquisition
Co., a wholly-owned indirect subsidiary of the Company, merged with and into ETW
(the "Merger"). As a result of the Merger, ETW became a wholly-owned subsidiary
of the Company. ETW is a well-established commercial and industrial collection
operation with a 53,000 square foot transfer station located in Washington,
D.C., which is permitted to operate twenty-four hours a day with no capacity
restrictions. As part of its customer base, ETW serves the White House and
numerous federal agencies. The Board approved the acquisition of ETW on May 26,
1999.
In consideration for all of the outstanding shares of capital stock of
ETW, the shareholders of ETW collectively received at closing an aggregate
amount of $32.8 million (the "Purchase Price"), consisting of (i) $3,279,530 in
cash, (ii) 2,678,620 shares of Common Stock of the Company, par value $.01 per
share (the "Common Stock Consideration") and (iii) 1,000 shares of Series C
Stock (the "Preferred Stock Consideration"). The Common Stock Consideration
together with the Preferred Stock Consideration constituted a number of shares
equal to 33.13% of the voting stock of the Company outstanding on June 30, 1999.
The Series C Stock has a liquidation preference of $11,615 per share (the
"Liquidation Preference"). If approval by the Company's shareholders is
obtained, the Series C Stock will automatically be converted into 1,763,000
shares of Common Stock, unless an Extraordinary Common Stock Event (as defined
in the Certificate of Designations, Preferences and Rights of a Series of
Preferred Stock (Series C Stock) (the "Certificate of Designations")) occurs,
upon which the number of shares of Common Stock that the Series C Stock will be
converted into will be adjusted. The Certificate of Designations is annexed as
ANNEX A.
Rule 4310 of the National Association of Securities Dealers, Inc.,
which rule is applicable because the Company's Common Stock is authorized for
quotation on the Nasdaq National Market, sets forth certain corporate governance
standards for companies with Nasdaq listed securities. In general, pursuant to
Rule 4310(c)(25)(H), each issuer of securities authorized for quotation on the
Nasdaq National Market must receive stockholder approval prior to the issuance
of common stock of the issuer (or securities convertible into or exercisable for
common stock of the issuer), in connection with an acquisition of stock or
assets of another company, equal to 20% or more of the common stock outstanding
of the issuer or 20% or more of the voting power of the issuer before the
issuance. Where stockholder approval is required, the minimum vote which will
constitute stockholder approval is a majority of the total votes cast on the
proposal in person or by proxy.
The Common Stock is authorized for quotation on the Nasdaq National
Market and, at the time of the closing under the Merger Agreement, (i) the
aggregate number of shares of Common Stock to be issued upon the conversion of
the currently outstanding Series C Stock (when considered together with the
number of shares of Common Stock previously issued under the Merger Agreement)
was in excess of 20% of the outstanding shares of Common Stock and (ii) the
consideration for the issuance of the Common Stock and the Series C Stock was
the capital stock of ETW. Accordingly, the Company is seeking approval of the
conversion of the currently outstanding Series C Stock into shares of Common
Stock.
The vote of the shareholders will not in any way affect the Merger, which
has already been consummated. Pursuant to NASD interpretive guidelines, Kevin G.
Baldwin, Kendall O. Baldwin, Kimberly A. Robb, Kelly E. Baldwin and Baldwin,
L.P. are not entitled to vote their 2,678,620 shares of Common Stock received in
connection with the Merger on the Proposal.
<PAGE>
Effects of the Proposal
As of September 1, 1999, there were 1,000 shares of Series C Stock
outstanding which would be converted into 1,763,000 shares of Common Stock upon
approval of the Proposal.
If the Proposal is approved by October 30, 1999, approximately
1,763,000 additional shares of Common Stock will be issued and outstanding. The
effective date of issuance of these additional shares of Common Stock shall be
the date of approval of this Proposal. As a result of the issuance of these
shares of Common Stock, the economic interests and voting rights of each
stockholder of the Company will be diluted. If the Proposal is not approved by
October 30, 1999, the holders of shares of Series C Stock will be entitled to
cause the Company to redeem such shares for cash equal to the sum of (i) the
Liquidation Preference and (ii) interest accrued thereon at a rate of 8% per
annum from the Closing Date through the Redemption Date (as such term is defined
in the Certificate of Designations). The interest would total approximately
$232,300 at October 30, 1999.
The following table shows the impact of a vote in favor of the proposal
on Stockholders' equity of the Company.
<TABLE>
<S> <C> <C> <C> <C>
Stockholders' Stockholders' Stockholders'
equity as of June equity as of June equity as of June
Stockholders' 30, 1999 proforma 30, 1999 proforma 30, 1999 proforma
equity as of June to include ETW to include ETW to include ETW
30, 1999 acquisition before acquisition acquisition
approval of proposal assuming approval assuming rejection
of proposal of proposal
------------------ -------------------- -------------------- --------------------
Preferred series C stock $ - $ 11,615,000 $ - $ -
Common stock 134,060 160,846 178,476 160,846
Additional paid-in capital 50,255,533 68,134,217 79,731,587 68,134,217
Accumulated deficit (49,713,018) (49,713,018) (49,713,018) (49,945,318)
Total stockholders' equity $ 676,575 $ 30,197,045 $ 30,197,045 $ 18,349,745
</TABLE>
The following table provides information regarding the former
stockholders of ETW:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
# of
Shares of
# of the % of Class
Position Held at # of Shares of Shares Company's Beneficially Employment,
ETW prior to the the Company's % of Class of the Common Owned if Consulting or
Stockholder Company's Common Stock Beneficially Series C Stock the Other
Acquisition of ETW Currently Owned Owned(2) Stock Beneficially Proposal Arrangement with
Currently Owned if is the Company
Owned the Approved(2)
Proposal
is Approved
- --------------------- ------------------- ------------------ ------------ ---------- ------------ ------------ ------------------
Kevin G. Baldwin Director of ETW 621,446 3.35% 45 702,131 3.78% Employment
Agreement
Kendall O. Baldwin Vice President of 621,446 3.35% 45 702,131 3.78% Employment
ETW Agreement
Kimberly A. Robb President of ETW 646,811 3.49% 55 745,426 4.02% Not applicable
Kelly E. Baldwin Secretary and 646,811 3.49% 55 745,426 4.02% Not applicable
Treasurer of ETW
Baldwin, L.P.(1) N/A 142,106 0.77% 800 1,576,506 8.50% Not applicable
</TABLE>
(1) After the acquisition of Eastern Trans-Waste of Maryland, Inc., Kevin
Baldwin, Kendall Baldwin, Kelly Baldwin and Kimberly Robb collectively
transferred by gift 142,106 shares of Common Stock and 800 shares of Series C
Stock to Baldwin, L.P. Horace G. Baldwin is the general partner of Baldwin, L.P.
(2) Based on 18,554,988 shares of Common Stock issued and outstanding as of
September 1, 1999.
<PAGE>
Required Vote
Certain stockholders of the Company, who were the beneficial or record
owner of 7,321,238 shares of Common Stock on September 1, 1999, have agreed to
vote such shares as to which it is the beneficial or record owner of at the time
of the Special Meeting in favor of the Proposal. These shares represent 46.1% of
the total number of shares eligible to vote for this proposal.
The favorable vote of a majority of the outstanding Common Stock
represented at the meeting in person or by proxy is necessary to approve the
Proposal. The holders of Series C Stock are not entitled to vote on the
Proposal. Pursuant to NASD interpretive guidelines, Kevin G. Baldwin, Kendall O.
Baldwin, Kimberly A. Robb, Kelly E. Baldwin and Baldwin, L.P. are not entitled
to vote their 2,678,620 shares of Common Stock received in connection with the
Merger on the Proposal. The Board of Directors has unanimously approved the
Proposal and recommends that stockholders vote "FOR" the Proposal.
Principal Management and Stockholders
The following table presents information as to all directors and senior
executive officers of the Company as of September 1, 1999 and persons or
entities known to the Company to be beneficial owners of more than 5% of the
Company's Common Stock as of September 1, 1999, unless otherwise indicated,
based on representations of officers and directors of the Company and filings
received by the Company on Schedules 13D and 13G or Form 13F under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Beneficial Ownership
--------------------
Common Stock
# of Shares % of Class
Beneficially Beneficially
Owned Owned (2)
Directors, Executive Officers and
5% Stockholders (1)
B-III Capital Partners, L.P.(3) 8,019,955 38.0%
c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA 02181
PaineWebber High Income Fund (4) 2,167,559 11.1%
1285 Avenue of the Americas
New York, NY 10019
John Hancock Advisers(5) 1,845,397 9.5%
101 Huntington Avenue
Boston, MA 02199
Chilton Investment Company Inc. (6) 1,759,700 9.4%
65 Locust Avenue, 2nd Floor
New Canaan, CT 06840
The Prudential Insurance Company of America (7) 1,034,684 5.5%
100 Mulberry Street
Newark, NJ 07102
David J. Breazzano(8) 7,000 *
Charles Johnston(9) 7,000 *
Jay Matulich(10) 7,500 *
Judy K. Mencher(11) 6,685 *
Michael Leannah(12) 18,950 *
Joseph Motzkin(13) 45,553 *
William B. Philipbar(14) 31,685 *
Mark Popham(15) 25,800 *
Robert Rivkin(16) 391,883 2.1%
Philip W. Strauss(17) 391,708 2.1%
Arthur Streeter(18) 10,000 *
All directors and officers as a Group (11 persons) 943,764 4.9%
* Less than 1%
(1) The persons named in the table have sole voting and investment power
with respect to all shares shown as beneficially owned by them subject
to community property laws where applicable and the information
contained in footnotes to this table.
(2) Based on 18,554,988 shares of Common Stock issued and outstanding as of
September 1, 1999. As of September 1, 1999, the Company had outstanding
7% Convertible Subordinated Notes (the "Notes") due 2005 which are
currently convertible at the option of the holder into an aggregate
4,955,143 shares of Common Stock at a conversion price of $10.00 as set
forth in the Notes. In addition, in connection with the Company's
private placement of its 11 1/2% Senior Notes, the Company issued
1,500,000 warrants (the "Warrants"). Each Warrant allows the holder to
purchase one share of Common Stock at an exercise price of $6.25 per
share. In accordance with rules promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the foregoing
shares issuable upon conversion of the Notes or exercise of the
Warrants are included in this table only for those holders with the
right to acquire such shares within 60 days from the date of this proxy
statement, to the extent such holder could acquire additional shares.
(3) Includes 5,450,533 shares of Common Stock currently owned, 2,231,922
shares of Common Stock issuable upon conversion of Notes at a
conversion price of $10.00 as set forth in the Notes and 337,500 shares
of Common Stock issuable upon the exercise of Warrants to purchase
shares of Common Stock at an exercise price of $6.25 per share. DDJ
Capital Management, LLC ("DDJ") serves as the investment manager to
B-III; an affiliate of DDJ acts as the general partner of B-III.
(4) Includes 1,220,444 shares of Common Stock currently owned, 797,115
shares of Common Stock issuable upon conversion of Notes at a
conversion price of $10.00 as set forth in the Notes and 150,000 shares
of Common Stock issuable upon the exercise of Warrants to purchase
shares of Common Stock at an exercise price of $6.25 per share.
(5) Includes 898,715 shares of Common Stock currently owned, 916,682 shares
of Common Stock issuable upon conversion of Notes at a conversion price
of $10.00 as set forth in the Notes and 30,000 shares of Common Stock
issuable upon the exercise of Warrants to purchase shares of Common
Stock at an exercise price of $6.25 per share.
(6) Includes 1,504,700 shares of Common Stock currently owned and 255,000
shares of Common Stock issuable upon the exercise of Warrants to
purchase shares of Common Stock at an exercise price of $6.25 per
share.
(7) Includes 650,261 shares of Common Stock currently owned, 159,423 shares
of Common Stock issuable upon conversion of Notes at a conversion price
of $10.00 as set forth in the Notes and 225,000 shares of Common Stock
issuable upon the exercise of Warrants to purchase shares of Common
Stock at an exercise price of $6.25 per share. The Common Stock and
Notes are held for the benefit of certain registered investment
companies over which Prudential or The Prudential Investment
Corporation ("PIC") may have direct or indirect voting and/or
investment discretion, with respect to which Prudential has advised the
Company that Prudential and PIC disclaim beneficial ownership.
(8) Includes 7,000 shares of Common Stock subject to stock options which
are fully vested and currently exercisable and excludes those shares
owned by B-III, which Mr. Breazzano may be deemed to beneficially own
as a result of Mr. Breazzano's interest in DDJ, however, such
beneficial ownership is disclaimed. Mr. Breazzano is a managing member
of DDJ.
(9) Includes 7,000 shares of Common Stock subject to stock options which
are fully vested and currently exercisable.
(10) Includes 2,000 shares of Common Stock currently owned and 5,500 shares
of Common Stock subject to stock options which are fully vested and
currently exercisable.
(11) Includes 6,685 shares of Common Stock subject to stock options which
are fully vested and currently exercisable and excludes those shares
owned by B-III, which Ms. Mencher may be deemed to beneficially own as
a result of Ms. Mencher's interest in DDJ, however, such beneficial
ownership is disclaimed. Ms. Mencher is a managing member of DDJ.
(12) Includes 200 shares of Common Stock currently owned and 18,750 shares
of Common Stock subject to stock options which are fully vested and
currently exercisable.
(13) Includes 18,403 shares of Common Stock currently owned and 27,150
shares of Common Stock subject to stock options which are fully vested
and currently exercisable.
(14) Includes 31,685 shares of Common Stock subject to stock options which
are fully vested and currently exercisable.
(15) Includes 25,800 shares of Common Stock subject to stock options which
are fully vested and currently exercisable.
(16) Includes 17,953 shares of Common Stock currently owned and 373,930
shares of Common Stock subject to stock options which are fully vested
and currently exercisable.
(17) Includes 17,778 shares of Common Stock currently owned and 373,930
shares of Common Stock subject to stock options which are fully vested
and currently exercisable.
(18) Includes 10,000 shares of Common Stock subject to stock options which
are fully vested and currently exercisable.
<PAGE>
OTHER MATTERS
Solicitation of Proxies
The cost of solicitation of proxies in the form enclosed herewith will
be borne by the Company. In addition to the solicitation of proxies by mail, the
directors, officers and employees of the Company may also solicit proxies
personally or by telephone without additional compensation for such activities.
The Company will also request persons, firms and corporations holding shares in
their names or in the names of their nominees, which are beneficially owned by
others, to send proxy materials to and obtain proxies from such beneficial
owners. The Company will reimburse such holders for their reasonable expenses.
Stockholder Proposals
A stockholder proposal (including a director nomination) submitted
pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), for inclusion in the Company's proxy statement and form of
proxy for the 2000 Annual Meeting of Stockholders must be received by the
Company by January 1, 2000; provided, however, that if the scheduled date of the
2000 Annual Meeting of Stockholders is changed by more than 30 calendar days
from June 14, 2000, stockholder proposals must be received by the Company a
reasonable time before the proxy solicitation for the 2000 Annual Meeting of
Stockholders. Such a proposal must also comply with the requirements as to form
and substance established by the Securities and Exchange Commission ("SEC") for
such a proposal to be included in the proxy statement and form of proxy. Any
such proposal should be mailed to: Secretary, Waste Systems International, Inc.,
420 Bedford Street, Suite 300, Lexington, Massachusetts 02420.
A stockholder proposal (including a director nomination) to be
presented at the 2000 Annual Meeting of Stockholders, other than a stockholder
proposal submitted pursuant to Exchange Act Rule 14a-8, must be received in
writing at the Company's principal executive offices at the address given in the
preceding paragraph not earlier than February 15, 2000 and not later than March
31, 2000; provided, however, that if the scheduled date of the 2000 Annual
Meeting of Stockholders is scheduled to be held on a date more than 30 calendar
days prior to June 14, 2000 or more than 60 calendar days after June 14, 2000,
stockholder proposals must be received by the Company not later than the close
of business on the later of (a) the 75th day prior to the scheduled date of the
2000 Annual Meeting of Stockholders or (b) the 15th day following the day on
which public announcement of such scheduled date is first made by the Company.
Such proposal or nomination must also comply with the other requirements
contained in the Company's by-laws, including supporting documentation and other
information. Proxies solicited by the Board of Directors will confer
discretionary voting authority with respect to these proposals, subject to SEC
rules governing the exercise of this authority.
Independent Auditors
KPMG Peat Marwick LLP has served as the Company's independent auditor
since March 29, 1995.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated into this
Proxy Statement by reference:
1. The Company's Form 10-K for the fiscal year ended December 31, 1998, filed
with the SEC pursuant to the Exchange Act on March 31, 1999, as amended on April
8, 1999 and as further amended on August 5, 1999.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31,1999, filed with the SEC on May 14, 1999, as amended on August 5, 1999.
3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1999, filed with the SEC on August 13, 1999.
4. The Company's Current Report on Form 8-K filed with the SEC on March 25,
1999, as amended on May 24, 1999.
5. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Proxy Statement and
prior to the Special Meeting to which this Proxy Statement relates shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Proxy Statement to the extent
that a statement contained herein or in any subsequent filed document which also
is or is deemed to be incorporated by reference herein or in any accompanying
supplement to this Proxy Statement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Proxy Statement or any supplement thereto, except as so modified or
superseded.
THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED HEREIN BY
REFERENCE, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS PROXY STATEMENT IS DELIVERED UPON REQUEST MADE TO WASTE
SYSTEMS INTERNATIONAL, INC., 420 BEDFORD STREET, SUITE 300, LEXINGTON,
MASSACHUSETTS 02420, ATTENTION: ROBERT RIVKIN, SECRETARY (TELEPHONE:
781-862-3000).
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
TODAY.
<PAGE>
11
ANNEX A
WASTE SYSTEMS INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF A SERIES OF PREFERRED STOCK
(SERIES C PREFERRED STOCK)
By Resolution of the Board of Directors
We, Philip Strauss, Chairman, President and Chief Executive
Officer, and Robert Rivkin, Executive Vice President - Acquisitions, Chief
Financial Officer, Treasurer and Secretary, of Waste Systems International,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware (the "Corporation"), in accordance with Section 151 of the
Delaware General Corporation Act, DO HEREBY CERTIFY:
That, pursuant to authority conferred upon the Board of
Directors of the Corporation by the Certificate of Incorporation of said
Corporation, as amended, and pursuant to the provisions of Section 151 of the
Delaware General Business Corporation Act, said Board of Directors as of July 1,
1999 unanimously adopted a resolution providing for the designations,
preferences and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, including, without limiting
the generality of the foregoing, such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the distribution of assets and
conversion, of a series of preferred stock, which resolution is as follows:
RESOLVED, that pursuant to the authority vested in the Board
of Directors of the Corporation in accordance with the provisions of the
Certificate of Incorporation of the Corporation, as amended, a series of
preferred stock of the Corporation known as Series C Preferred Stock (the
"Series C Preferred Stock") be, and it hereby is, created, classified and
authorized, and the issuance thereof is provided for, and that the designation
and number of shares, and relative rights, preferences and limitations thereof,
shall be as set forth in the form attached hereto as Exhibit A.
[Remainder of Page Intentionally Left Blank]
<PAGE>
EXHIBIT A
CERTIFICATE OF DESIGNATIONS
1 Designation. The shares of the series of Preferred Stock
shall be designated as "Series C Preferred Stock," and the number of shares
constituting such series shall be 1,000. The par value of the Series C Preferred
Stock shall be $.001 per share.
2 Dividends. The shall be no dividends with respect to the
Series C Preferred Stock.
3 Liquidation, Dissolution or Winding Up.
(a) In the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, holders of each share of
Series C Preferred Stock outstanding shall be entitled to be paid out of the
assets of the Corporation available for distribution to stockholders, whether
such assets are capital, surplus, or earnings, an amount equal to $11,615 per
share of Series C Preferred Stock held (the "Liquidation Preference") before any
payment shall be made to the holders of any class of Common Stock or of any
stock ranking on liquidation junior to the Series C Preferred Stock. If upon any
liquidation, dissolution, or winding up of the Corporation, the assets to be
distributed to the holders of the Series C Preferred Stock under the foregoing
sentence shall be insufficient to permit payment to such shareholders of the
full preferential amounts aforesaid, then all of the assets of the Corporation
available for distribution to such holders under such sentence shall be
distributed to such holders pro rata, so that each holder receives that portion
of the assets available for distribution as the number of shares of Series C
Preferred Stock held by such holder bears to the total number of shares of
Series C Preferred Stock then outstanding. After the payment of all preferential
amounts required to be paid to the holders of the Series C Preferred Stock upon
the dissolution, liquidation or winding up of the Corporation, the holders of
shares of Series C Preferred Stock and shares of Common Stock then outstanding
shall share ratably in the distribution of the remaining assets and funds of the
Corporation in proportion to the number of shares of Common Stock held by them
or shares of Common Stock issuable upon conversion of the shares of Series C
Preferred Stock held by them.
(b) The amount per share set forth in Section 3(a) shall be
appropriately adjusted for any stock split, stock combinations, stock dividends
or similar recapitalizations with respect to the Series C Preferred Stock.
4 Voting Rights. Except as otherwise expressly provided herein
or as required by law, the holder of each share of Series C Preferred Stock
shall be entitled to vote on all matters. Each share of Series C Preferred Stock
shall entitle the holder thereof to the same number of votes per share as each
share of Common Stock shall entitle any holder thereof. Except as otherwise
required by law, the holders of shares of the Series C Preferred Stock and the
Common Stock shall vote together as a single class on all matters.
5 Conversion. The holders of the Series C Preferred Stock
shall have the following conversion rights:
(a) (i) Subject to and in compliance with the provisions of
this Section 5, the shares of the Series C Preferred Stock shall convert into
fully-paid and non-assessable shares of Common Stock. The number of shares of
Common Stock to which a holder of the Series C Preferred Stock shall be entitled
upon conversion shall be the product obtained by multiplying the Applicable
Conversion Rate (determined as provided in Section 5(b)) by the number of shares
of Series C Preferred Stock being converted.
(ii) The shares of Series C Preferred Stock shall be
convertible subject to, and immediately upon, the approval of at least a
majority of the holders of the then outstanding shares of Common Stock present
at a special meeting called to approve the conversion of the shares of Series C
Preferred Stock into shares of Common Stock.
<PAGE>
4
(b) The conversion rate in effect at any time (the "Applicable
Conversion Rate") shall equal the quotient obtained by dividing $11,615 by the
Applicable Conversion Value, calculated as hereinafter provided.
(c) The Applicable Conversion Value in effect initially, and
until first adjusted in accordance with Section 5(e), shall be $6.5875.
(d) Upon the happening of an Extraordinary Common Stock Event
(as hereinafter defined), the Applicable Conversion Value shall, simultaneously
with the happening of such Extraordinary Common Stock Event, be adjusted by
dividing the then effective Applicable Conversion Value by a fraction, the
numerator of which shall be the number of shares of Common Stock of all classes
outstanding immediately after such Extraordinary Common Stock Event and the
denominator of which shall be the number of shares of Common Stock of all
classes outstanding immediately prior to such Extraordinary Common Stock Event,
and the quotient so obtained shall thereafter be the Applicable Conversion
Value. The Applicable Conversion Value, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive Extraordinary Common Stock
Event or Events. "Extraordinary Common Stock Event" shall mean (i) the issue of
additional shares of Common Stock of any class as a dividend or other
distribution on outstanding Common Stock, (ii) the subdivision of outstanding
shares of Common Stock of any class into a greater number of shares of Common
Stock, or (iii) the combination of outstanding shares of Common Stock of any
class into a smaller number of shares of Common Stock.
(e) If the Common Stock issuable upon the conversion of the
Series C Preferred Stock shall be changed into the same or a different number of
shares of any class or classes of stock, whether by reclassification or
otherwise, then and in each such event the holder of each share of Series C
Preferred Stock shall have the right thereafter to convert such share into the
kind and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification or other change, by holders of the
number of shares of Common Stock into which such shares of Series C Preferred
Stock might have been converted immediately prior to such reorganization,
reclassification or other change, all subject to further adjustment as provided
herein.
(f) If at any time or from time to time there shall be a
capital reorganization of the Common Stock or a merger or consolidation of the
Corporation with or into another corporation or the sale of all or substantially
all of the Corporation's properties and assets to any other person, then, as a
part of and as a condition to the effectiveness of such reorganization, merger,
consolidation or sale, lawful and adequate provision shall be made so that the
holders of the Series C Preferred Stock shall thereafter be entitled to receive
upon conversion of the Series C Preferred Stock the number of shares of stock or
other securities or property of the Corporation or of the successor corporation
resulting from such merger or consolidation or sale, to which a holder of such
number of shares of Common Stock deliverable upon conversion would have been
entitled to receive had the conversion of such holder's shares of Series C
Preferred Stock been effected immediately prior to such capital reorganization,
merger, consolidation, or sale. In any such case, appropriate provisions shall
be made with respect to the rights of the holders of the Series C Preferred
Stock after the reorganization, merger, consolidation or sale to the end that
the provisions of this Section 5 (including without limitation provisions for
adjustment of the Applicable Conversion Value and the number of shares
purchasable upon conversion of the Series C Preferred Stock) shall thereafter be
applicable, as nearly as may be, with respect to any shares of stock, securities
or assets to be deliverable thereafter upon the conversion of the Series C
Preferred Stock.
Each holder of Series C Preferred Stock upon the occurrence of
a capital reorganization, merger or consolidation of the Corporation or the sale
of all or substantially all of its assets and properties as such events are more
fully set forth in the first paragraph of this Section 5(f), shall have the
option of (i) receiving the Liquidation Preference or (ii) electing treatment of
its shares of Series C Preferred Stock under the preceding paragraph of this
Section 5(f), notice of which election shall be submitted in writing to the
Corporation at its principal offices no later than ten (10) days before the
effective date of such event.
<PAGE>
(g) In each case of an adjustment or readjustment of the
Applicable Conversion Rate, the Corporation will furnish each holder of Series C
Preferred Stock with a certificate, prepared by the chief financial officer of
the Corporation, showing such adjustment or readjustment, and stating in detail
the facts upon which such adjustment or readjustment is based.
(h) Upon conversion of the shares of Series C Preferred Stock
as provided in Section 5(a) above, a holder of Series C Preferred Stock shall
surrender the certificate or certificates representing the shares being
converted to the Corporation at its principal office or to the transfer agent
for the Common Stock. The certificate or certificates for shares of Series C
Preferred Stock surrendered for conversion shall be accompanied by proper
assignment thereof to the Corporation or in blank. The date on which the
conversion of the shares of Series C Preferred Stock is approved by a majority
vote of the Corporation's stockholders shall be the "Conversion Date." As
promptly as practicable after the Conversion Date, the Corporation shall issue
and shall deliver to each holder of the shares of Series C Preferred Stock being
converted, or on its written order, a certificate or certificates for the number
of full shares of Common Stock issuable upon the conversion of such shares of
Series C Preferred Stock in accordance with the provisions of this Section 5 and
cash as provided in Section 5(i), in respect of any fraction of a share of
Common Stock issuable upon such conversion. Such conversion shall be deemed to
have been effected immediately prior to the close of business on the Conversion
Date, and at such time the rights of the holder as holder of the converted
shares of Series C Preferred Stock shall cease and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of shares of Common Stock represented thereby.
(i) No fractional shares of Common Stock or scrip representing
fractional shares shall be issued upon conversion of Series C Preferred Stock.
Instead of any fractional shares of Common Stock which would otherwise be
issuable upon conversion of Series C Preferred Stock, the Corporation shall pay
to the holder of the shares of Series C Preferred Stock which were converted a
cash adjustment in respect of such fraction in an amount equal to the same
fraction of the closing sale price per share of the Common Stock on the
Conversion Date.
(j) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the shares of the Series C Preferred
Stock, such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the Series C
Preferred Stock (without regard to Section 5(a)(ii)), and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series C
Preferred Stock, the Corporation shall take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.
6 Redemption.
(a) Put Right. If shareholder approval as contemplated by
Section 5(a)(ii) hereof is not obtained by October 30, 1999, the holders of
shares of Series C Preferred Stock shall be entitled to cause the Corporation
to, and the Corporation shall, redeem such shares of Series C Preferred Stock,
in whole or in part, for cash payable in immediately available funds in an
amount (the "Redemption Price") equal to the sum of (A) the Liquidation
Preference per share of Series C Preferred Stock and (B) interest accrued
thereon at a rate of 8% per annum from July 2, 1999 through the Redemption Date
(as such term is defined in this Section 6(a)). Any holder of Series C Preferred
Stock electing to cause the Corporation to redeem such holder's shares shall
promptly give written notice to such effect to the Corporation, specifying the
number of shares of Series C Preferred Stock to be redeemed. The Corporation
shall fix the date for redemption (the "Redemption Date") no earlier than ten
(10) but no more than thirty (30) days following October 30, 1999.
<PAGE>
(b) Payment and Surrender. In the event of any redemption of
shares of Series C Preferred Stock as aforesaid, the Redemption Price shall
become payable in cash payable in immediately available funds for the shares of
Series C Preferred Stock being redeemed on the Redemption Date. As a condition
of payment of the Redemption Price, each holder of Series C Preferred Stock must
surrender the certificate or certificates representing the shares of Series C
Preferred Stock being redeemed to the Corporation, or in the event such
certificate or certificates have been lost, stolen or destroyed, must execute an
agreement satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection therewith. Each surrendered certificate shall
be canceled and retired. All redemption payments will be made to the holders of
the shares of Series C Preferred Stock being redeemed.
(c) Termination. On the Redemption Date, unless the
Corporation defaults in the payment in full of the Redemption Price, all rights
of holders of such redeemed shares shall terminate, except for the right to
receive the Redemption Price.
7 Restrictions and Limitations. Except as expressly provided
herein or as required by law, so long as any shares of Series C Preferred Stock
remain outstanding, the Corporation shall not without the approval by vote or
written consent (which written consent need not be unanimous) by the holders of
at least fifty-one percent (51%) of the then outstanding shares of Series C
Preferred Stock, voting as a separate class:
(i) authorize or issue, or obligate itself to authorize or
issue, any equity security senior to or on parity with the Series C Preferred
Stock as to liquidation preferences, dividend rights, redemption rights or
voting rights (except for common stock as to voting rights); or
(ii) amend, restate, modify or alter the certificate of
incorporation or the by-laws of the Corporation in any way which adversely
affects the rights of the holders of the Series C Preferred Stock.
8 No Reissuance of Series C Preferred Stock. No share or
shares of the Series C Preferred Stock acquired by the Corporation by reason of
redemption, purchase or otherwise shall be reissued, and all such shares shall
be canceled, retired, and eliminated from the shares which the Corporation shall
be authorized to issue. The Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce the authorized number
of shares of the Series C Preferred Stock accordingly.
9 Notices of Record Date. In the event (i) the Corporation
establishes a record date to determine the holders of any class of securities
who are entitled to receive any dividend or other distribution, or (ii) there
occurs any capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation, any merger or
consolidation of the Corporation, and any transfer of all or substantially all
of the assets of the Corporation to any other corporation, or any other entity
or person, or any voluntary or involuntary dissolution, liquidation or winding
up of the Corporation, the Corporation shall mail to each holder of Series C
Preferred Stock at least twenty (20) days prior to the record date specified
therein, a notice specifying (a) the date of such record date for the purpose of
such dividend or distribution and a description of such dividend or
distribution, (b) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (c) the time, if any, that is to
be fixed, as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding up.
10 Other Rights. Except as otherwise provided in this
resolution or as otherwise may be required by law, each share of Series C
Preferred Stock and each share of Common Stock shall be identical in all
respects, shall have the same powers, preferences and rights, without preference
of any such class or share over any other such class or share, and shall be
treated as a single class of stock for all purposes.
[Signature page to follow.]
<PAGE>
IN WITNESS WHEREOF, Waste Systems International, Inc., has
caused this certificate to be executed under seal by Philip Strauss, its
Chairman, President and Chief Executive Officer, and Robert Rivkin, its
Executive Vice President - Acquisitions, Chief Financial Officer, Treasurer and
Secretary, as of the 2nd day of July, 1999.
WASTE SYSTEMS INTERNATIONAL, INC.
By:
-------------------------------------------------
Name: Philip Strauss
Title: Chairman, President and Chief Executive Officer
By:
---------------------------------------------------
Name: Robert Rivkin
Title: Executive Vice President - Acquisitions, Chief
Financial Officer, Treasurer and Secretary
STATE OF )
) ss.:
COUNTY OF )
On July 2, 1999 personally appeared before me, a Notary
Public, Philip Strauss and Robert Rivkin, who acknowledges that they executed
the above instrument.
Notary Public
My commission expires:
(SEAL)
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant|_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to 14a-11(c) or 14a-12
WASTE SYSTEMS INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
<PAGE>
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
WASTE SYSTEMS INTERNATIONAL, INC.
Proxy for SPECIAL MEETING of Stockholders October 21, 1999
The undersigned hereby appoints Philip W. Strauss and Robert Rivkin as Proxies,
each with power to appoint his substitute, and hereby authorizes them to
represent and vote, as designated on this proxy, all shares of Common Stock of
Waste Systems International, Inc. (the "Company"), held of record by the
undersigned on September 24, 1999, at the SPECIAL MEETING of Stockholders (the
"SPECIAL MEETING"), to be held on October 21, 1999 or any postponement or
adjournment thereof.
1. The approval of the conversion of all currently outstanding shares of the
Company's Series C Convertible Preferred Stock, par value $.001 per share
("Series C Stock"), into shares of the Company's common stock, par value $.01
per share (the "Common Stock"), at a conversion rate of 1,763 shares of Common
Stock for each share of Series C Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE
APPROVAL OF THE CONVERSION OF ALL THE COMPANY'S CURRENTLY OUTSTANDING SHARES OF
SERIES C STOCK INTO SHARES OF COMMON STOCK.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
SIGNATURE(S):___________________________________ DATE: _________ __, 1999
Note: Please sign exactly as name or names appear on stock certificate.
