Registration No. 333-
As filed with the Securities and Exchange Commission on June 29, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED WASTE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 88-0228636
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
15880 North Greenway/Hayden Loop, Suite 100
Scottsdale, Arizona 85260
(602) 423-2946
(Address, including zip code, and
telephone number, including
area code, of registrant's
principal executive
offices)
ALLIED WASTE INDUSTRIES, INC. 1994 AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of Plan)
Henry L. Hirvela
Allied Waste Industries, Inc.
15880 North Greenway/Hayden Loop, Suite 100
Scottsdale, Arizona 85260
(602) 423-2946
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Peter Golden
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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CALCULATION OF REGISTRATION FEE
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Proposed Maximum Proposed
Title of Amount to Offering Maximum Aggregate Amount of
Securities to be be registered (1) Price Per Share (2) Offering Price (2) Registration Fee (2)
Registered
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 400,000 $19.09375 $7,637,500 $2,253
$.01 per share
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<FN>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Plan.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
the high and low prices per share of Common Stock, as reported by the
Nasdaq Stock Market, Inc. on June 22, 1999. Pursuant to General Instruction
E. to Form S-8, the registration fee is calculated only with respect to the
additional securities registered under the Plan.
</FN>
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<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to employees as specified in Rule
428(b)(l) and, in accordance with the instructions to Part I, are not filed with
the Securities and Exchange Commission (the "Commission") as part of this
Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This registration statement registers additional securities related to
the Allied Waste Industries, Inc. 1994 Amended and Restated Non-Employee
Director Stock Option Plan of the same class as other securities for which a
registration statement on Form S-8, no. 33-79664 (the "Previous Registration
Statement"), has been previously filed and is effective. Pursuant to General
Instruction E of Form S-8, the contents of the Previous Registration Statement
are incorporated herein by reference.
2
<PAGE>
ITEM 8. EXHIBITS
Exhibit Description
3.1 Amended Certificate of Incorporation of the Company.
Exhibit 3.1 to the Company's report on Form 10-K for
the fiscal year ended December 31, 1996 is
incorporated herein by reference.
3.2 Amendment to Amended Certificate of Incorporation of
the Company. Exhibit 3.4 to the Company's report on
Form 10-Q for the quarter ended September 30, 1998 is
incorporated herein by reference.
3.3 Amended and Restated Bylaws of the Company as of
May 13, 1997. Exhibit 3.2 to the Company's report on
Form 10-Q for the quarter ended June 30, 1997 is
incorporated herein by reference.
* 5.1 Opinion of Steven M. Helm
* 23.1 Consent of Arthur Andersen LLP
* 23.2 Consent of Steven M. Helm
(included in Exhibit 5.1 opinion)
* 24.1 Power of Attorney (included in signature page)
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Scottsdale, State of Arizona, on June 29, 1999.
ALLIED WASTE INDUSTRIES, INC.
By: /s/HENRY L. HIRVELA
----------------------------------
Henry L. Hirvela
Vice President - Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela, Peter S. Hathaway, and each of them, with full power to act alone, as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on June 29, 1999.
Signature Title
--------- ------
/s/ THOMAS H. VAN WEELDEN Chairman of the Board of Directors, President
- ------------------------- and Chief Executive Officer
Thomas H. Van Weelden (Principal Executive Officer)
/s/ HENRY L. HIRVELA Vice President - Chief Financial Officer
- ------------------------- (Principal Financial Officer)
Henry L. Hirvela
/s/ PETER S. HATHAWAY Vice President-Chief Accounting Officer
- ------------------------- (Principal Accounting Officer)
Peter S. Hathaway
/s/ MICHAEL GROSS Director
- -------------------------
Michael Gross
/s/ DENNIS HENDRIX Director
- -------------------------
Dennis Hendrix
/s/ DAVID B. KAPLAN Director
- -------------------------
David B. Kaplan
/s/ NOLAN LEHMANN Director
- -------------------------
Nolan Lehmann
/s/ HOWARD A. LIPSON Director
- -------------------------
Howard A. Lipson
Director
- -------------------------
Roger A. Ramsey
<PAGE>
Director
- ------------------------
Antony P. Ressler
/s/ WARREN B. RUDMAN Director
- ------------------------
Warren B. Rudman
/s/ VINCENT TESE Director
- ------------------------
Vincent Tese
<PAGE>
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
- -------- -----------
<S> <C>
3.1 Amended Certificate of Incorporation of the Company. Exhibit 3.1 to the
Company's report on Form 10-K for the fiscal year ended December 31,
1996 is incorporated herein by reference.
3.2 Amendment to Amended Certificate of Incorporation of the Company.
Exhibit 3.4 to the Company's report on Form 10-Q for the quarter ended
September 30, 1998 is incorporated herein by reference.
3.3 Amended and Restated Bylaws of the Company as of May 13, 1997. Exhibit
3.2 to the Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
*5.1 Opinion of Steven M. Helm
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Steven M. Helm
(included in Exhibit 5.1 opinion)
*24.1 Power of Attorney (included in signature page)
* Filed herewith
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June 29, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allied Waste Industries, Inc. - Registration Statement on Form S-8
(the "Registration Statement")
Ladies and Gentlemen:
I have acted as counsel to Allied Waste Industries, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of 400,000 shares of the Company's
common stock, par value $.01 per share (the "Common Stock"). In such capacity I
have examined the certificate of incorporation, bylaws and corporate proceedings
of the Company, and based upon such examination and having regard for applicable
legal principles, it is my opinion that the 400,000 shares offered by the
Company will, when issued as contemplated in the Registration Statement, be
validly issued, fully paid and non-assessable, outstanding shares of the
Company's Common Stock.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/STEVEN M. HELM
-------------------------------------
Steven M. Helm
Vice President - Legal and Corporate Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
3, 1999 included in Allied Waste Industries, Inc.'s Form 10-K for the year ended
December 31, 1998.
Phoenix, Arizona,
June 25, 1999.
