AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON AUGUST 23, 1996
Registration No. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSAMERICAN WASTE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3487422
(STATE OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
314 NORTH POST OAK LANE
HOUSTON, TEXAS 77024
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
TRANSAMERICAN WASTE INDUSTRIES, INC.
AMENDED AND RESTATED 1990 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
LANCE C. RUUD
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
314 NORTH POST OAK LANE
HOUSTON, TEXAS 77024
(713) 956-1212
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JEFF C. DODD
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
700 LOUISIANA, SUITE 1900
HOUSTON, TEXAS 77002
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $0.001 Per Share 1,000,000 $1.84 $1,840,000 $634.48
==================================================================================================================
</TABLE>
(1) The number of shares of Comon Stock registered herein is subject to
adjustment to prevent dilution from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the last reported price of a share of the Company's
Common Stock on the NASDAQ SmallCap Market as reported in THE WALL STREET
JOURNAL on August 19, 1996.
================================================================================
<PAGE>
Pursuant to General Instruction E to Form S-8, the undersigned Registrant
hereby incorporates herein by this reference the contents of Registration
Statement No. 33-57326 to the Registrant's Amended and Restated 1990 Stock
Incentive Plan; provided that;
(i) Paragraph (1)-(4) of Item 3 hereby replaced in its entirety by the
following paragraph:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ended August 31, 1995;
(2) The Transition Report of the Company on Form 10-K for the fiscal
year ended December 31, 1995;
(3) The Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1996;
(4) The Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1996.
(ii) Item 5 thereof is hereby replaced in its entirety to read as follows:
The legality of the Common Stock offered hereby is being passed upon
for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana,
Suite 1900, Houston, Texas 77002.
The audited consolidated financial statements incorporated by
reference in this registration statement to the extent and for the
periods indicated in their reports, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority
of such firm as experts in accounting and auditing in giving said
reports.
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 City of Houston, State of Texas, on August 22, 1996.
TransAmerican Waste Industries, Inc.
By: /s/ LANCE C. RUUD
Lance C. Ruud
Senior Vice President and Chief Financial Officer
Each of the undersigned directors and officers of TransAmerican Waste
Industries, Inc. does hereby constitute and appoint Lance C. Ruud as the
undersigned's true and lawful attorney-in-fact and agent to do any and all acts
and things in the undersigned's name and behalf in the undersigned's capacities
as director and/or officer, and to execute any and all instruments for the
undersigned and in the undersigned's name in the capacities indicated below
which such person or persons may deem necessary or advisable to enable
TransAmerican Waste Industries, Inc. to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for the
undersigned in the capacities indicated below any and all amendments (including
post-effective amendments and supplements) hereto, and the undersigned does
hereby ratify and confirm all that such person or persons shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration Statement has been signed by the following persons in their
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ TOM J. FATJO, JR. Chairman of the Board of Directors, August 22, 1996
Tom J. Fatjo, Jr. Chief Executive Officer and
Director
/s/ LANCE C. RUUD Senior Vice President, Chief August 22, 1996
Lance C. Ruud Financial Officer and
Director
/s/ BEN B. BARNES Director August 22, 1996
Ben B. Barnes
/s/ WILLIAM B. BLOUNT Director August 22, 1996
William B. Blount
/s/ R. BRIAN FIFER Director August 22, 1996
R. Brian Fifer
/s/ PRESTON MOORE, JR. Director August 22, 1996
Preston Moore, Jr.
/s/ ED L. ROMERO Director August 22, 1996
Ed L. Romero
/s/ JOHN SINGLETON Director August 22, 1996
John Singleton
/s/ THOMAS E. NOEL President and Director August 22, 1996
Thomas E. Noel
Exhibits
Exhibit 4.1 Restated Certificate of Incorporation as amended. Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (File No. 33-41017).
Exhibit 4.2 Certificated of Amendment of Restated Certificate of Incorporation
of the Company, dated March 23, 1993. Incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for the
year ended August 31, 1993.
Exhibit 4.3 Certificate of Elimination of the Registrant, dated October 11,
1993, incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the year ended August 31, 1993.
Exhibit 4.4 Amended and Restated Bylaws of the Registrant incorporated by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8 (File No. 33-57326).
Exhibit 5.1 Opinion of Counsel
Exhibit 23.1 Consent of Independent Public Accountants
Exhibit 23.2 Consent of Counsel (included in Exhibit 5.1)
Exhibit 24.1 Power of Attorney (included on signature page)
Exhibit 28.1 TransAmerican Waste Industries, Inc. Amended and Restated 1990
Stock Incentive Plan incorporated by reference to Exhibit 28.1 of
the Company's Registration Statement on Form S-8 (File No.
33-57326).
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
700 LOUISIANA, SUITE 1900
HOUSTON, TEXAS 77002-2778
TELECOPY (713) 225-7047 TELECOPY (713) 225-7047
(713) 225-7000
TELEX 382813
August 23, 1996 EXHIBIT 5.1
TransAmerican Waste Industries, Inc.
314 North Post Oak Lane
Houston, Texas 77024
Dear Sirs:
We have acted as counsel for TransAmerican Waste Industries, Inc., a
Delaware corporation (the "Company"), in connection with the proposed offering
of up to an additional 1,000,000 shares of Common Stock, $0.01 par value (the
"Common Stock"), of the Company pursuant to the Company's Amended and Restated
1990 Stock Incentive Plan (the "Plan").
In connection therewith, we have examined among other things, the
Certificate of Incorporation and the Bylaws of the Company, and the relevant
corporate proceedings with respect to the registration statement on Form S-8 to
be filed by the Company with the Securities and Exchange Commission for the
registration of the Common Stock under the Securities Act of 1933, as amended
(the "Registration Statement").
Based on the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that the shares of Common Stock
to be issued by the Company, when issued in accordance with the Plan, subject to
the Registration Statement becoming effective under the Securities Act of 1933,
as amended, and to compliance with applicable Blue Sky laws, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under "Legal Opinion" in
the Prospectus forming a part of the Registration Statement.
Very truly yours,
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
/s/ Mayor, Day, Caldwell & Keeton, L.L.P.
EXHIBIT 23.1
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 reports dated
May 10, 1996 and November 15, 1995, included in the TransAmerican Waste
Industries, Inc.'s annual reports on Form 10-K for the transition period from
September 1, 1995 to December 31, 1995, and for the year ended August 31, 1995,
respectively, and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
August 19, 1996
