<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1995
REGISTRATION NO. 33-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
CONTINENTAL WASTE INDUSTRIES, INC.
(Name of Small Business Issuer in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4953-03 11-2909512
(State or other (Primary Standard (I.R.S Employer
jurisdiction of Industrial Identification
incorporation or Classification Code Number)
organization) Number)
</TABLE>
67 WALNUT AVENUE, SUITE 103, CLARK, NJ, 07066, (908) 396-0018
(Address and telephone number of principal executive offices and principal place
of business)
CARLOS E. AGUERO, 67 WALNUT AVENUE, SUITE 103, CLARK, NJ, 07066, (908) 396-0018
(Name, address and telephone number of agent for service)
-------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL J. CHOATE THOMAS J. MURPHY
DENNIS B. O'BOYLE McDermott, Will & Emery
Shefsky Froelich & Devine Ltd. 227 West Monroe Street, Suite 3100
444 North Michigan Avenue, Suite 2500 Chicago, Illinois 60606-5096
Chicago, Illinois 60611 (312) 372-2000
(312) 527-4000 (312) 984-3669 (Facsimile)
(312) 527-5921 (Facsimile)
</TABLE>
-------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 33-62589
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
-------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
Title of each Proposed maximum Proposed minimum
share of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
Common Stock $0.001 par value 230,000 $16.31 $3,751,300 $1,294
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</TABLE>
(1) Includes 30,000 shares which may be purchased by the Underwriters to cover
over-allotment, if any.
(2) Based on the average of the bid and asked prices on September 25, 1995 on
the Nasdaq National Market for the Common Stock pursuant to Rule 457(c).
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form SB-2 (Commission File No. 33-62589) filed by Continental
Waste Industries, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") on September 12, 1995, as amended by Amendment
No. 1 to Registration Statement by the Company with the Commission on
September 21, 1995 and Amendment No. 2 to Registration Statement by the
Company with the Commission on October 2, 1995, which was declared effective
October 2, 1995, are incorporated herein by reference.
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<PAGE>
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Clark, State of New Jersey, on
October 2, 1995.
CONTINENTAL WASTE INDUSTRIES, INC.
(Registrant)
By: /s/ THOMAS A. VOLINI
-----------------------------------
Thomas A. Volini,
CHAIRMAN OF THE BOARD AND
CHIEF OPERATING OFFICER
In accordance with the requirements of the Securities Act, this registration
statement was signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
NAME POSITION DATE
- - ------------------------------------------------ --------------------------------------- ----------------------
<C> <S> <C>
/s/ THOMAS A. VOLINI Chairman of the Board and Chief
-------------------------------------- Operating Officer (principal executive October 2, 1995
Thomas A. Volini officer)
/s/ CARLOS E. AGUERO*
-------------------------------------- President, Chief Executive Officer and October 2, 1995
Carlos E. Aguero Director (principal executive officer)
/s/ MICHAEL J. DRURY*
-------------------------------------- Senior Vice President and Chief October 2, 1995
Michael J. Drury Financial Officer
/s/ BRET R. MAXWELL*
-------------------------------------- Director October 2, 1995
Bret R. Maxwell
/s/ DONALD H. HAIDER*
-------------------------------------- Director October 2, 1995
Donald H. Haider
/s/ RICHARD J. CARLSON*
-------------------------------------- Director October 2, 1995
Richard J. Carlson
</TABLE>
*By: /s/ THOMAS A. VOLINI
----------------------------------
Thomas A. Volini,
ATTORNEY-IN-FACT FOR THE FOREGOING
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
- - --------- ------------------------------------------------------------------------------------------ -----------------
<C> <S> <C>
1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation of Continental Waste Industries, Inc. (incorporated by
reference to Exhibit 3.1 to the Annual Report on Form 10-KSB of Continental Waste
Industries, Inc. filed on March 31, 1994, Commission File No. 0-22602).
3.2 By-Laws of Continental Waste Industries, Inc. (incorporated by reference to Exhibit 3.2 to
the Annual Report on Form 10-KSB of Continental Waste Industries, Inc. filed on March 31,
1994, Commission File No. 0-22602).
3.3 Amendment to Certificate of Incorporation of Continental Waste Industries, Inc., dated
November 1, 1994 (incorporated by reference to Exhibit 3.3 to the Registration Statement
on Form SB-2 of Continental Waste Industries, Inc. filed on November 4, 1994, Commission
File No. 33-84130).
4.1 Warrant of First Analysis Corporation (incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form SB-2 of Continental Waste Industries, Inc. filed on
November 4, 1994, Commission File No. 33-84130).
4.2 Warrant of Raymond James & Associates, Inc. (incorporated by reference to Exhibit 4.3 to
the Registration Statement on Form SB-2 of Continental Waste Industries, Inc. filed on
November 4, 1994, Commission File No. 33-84130).
5 Opinion of Shefsky Froelich & Devine Ltd. regarding legality.
9 Shareholders' Agreement among Carlos E. Aguero, Thomas A. Volini, Apex Investment Fund
Limited Partnership, Environment Venture Fund Limited Partnership, The Productivity Fund
Limited Partnership, Continental Waste Industries, Inc. and Bret R. Maxwell (incorporated
by reference to Exhibit 9 to the Registration Statement on Form SB-2 of Continental Waste
Industries, Inc. filed on November 4, 1994, Commission File No. 33-84130).
10.1 Employment Agreement between Continental Waste Industries, Inc. and Thomas Volini.*
10.2 Employment Agreement between Continental Waste Industries, Inc. and Carlos Aguero.*
10.3 Employment Agreement between Continental Waste Industries, Inc. and Michael Drury.*
10.4 Employment Agreement between Continental Waste Industries, Inc. and Timothy J. Salopek.*
10.5 Employment Agreement between Continental Waste Industries, Inc. and G. Michael Shannon
(incorporated by reference to Exhibit 10.4 to the Registration Statement on Form SB-2 of
Continental Waste Industries, Inc. filed on November 4, 1994, Commission File No.
33-84130).
10.6 Employment Agreement between Continental Waste Industries, Inc. and Dallas C. Schnitzius
(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form SB-2 of
Continental Waste Industries, Inc. filed on November 4, 1994, Commission File No.
33-84130).
10.7 Employment Agreement between Continental Waste Industries, Inc. and Allen R. Brodbeck.+
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER
- - --------- ------------------------------------------------------------------------------------------ -----------------
<C> <S> <C>
10.8 Credit Agreement by and among LaSalle National Bank as agent, the Lenders Signatory or
Parties Thereto and Continental Waste Industries, Inc. and its Subsidiaries.*
10.9 First Amendment to Credit Agreement by and among LaSalle National Bank as agent, the
Lenders Signatory or Parties Thereto, and Continental Waste Industries, Inc. and its
Subsidiaries.*
10.10 Stock Purchase Agreement Among Continental Waste Industries, Inc., Camelford Holdings,
Ltd. and Salcott Holdings, Ltd. (incorporated by reference to Exhibit 2 to the Current
Report on Form 8-K of Continental Waste Industries, Inc. filed on July 15, 1994,
Commission File No. 0-22602).
10.11 Agreement for Exchange of Stock Among Continental Waste Industries, Inc., Dallas C.
Schnitzius and G. Michael Shannon (incorporated by reference to Exhibit 2 to the Current
Report on Form 8-K of Continental Waste Industries, Inc. filed on July 15, 1994,
Commission File No. 0-22602).
10.12 Purchase Agreement between Continental Waste Industries, Inc. and Timothy J. Salopek and
Catherine Salopek for the purchase of WPP Services, Inc. (incorporated by reference to
Exhbit 10.9 to the Registration Statement on Form SB-2 of Continental Waste Industries,
Inc. filed on November 4, 1994, Commission File No. 33-84130).
16 Letter re: change in certifying accountants (incorporated by reference to Exhibit 16 to
the Current Report on Form 8-K of Finet, Inc. filed on September 23, 1993, Commission File
No. 0-22602).
21 Subsidiaries of Continental Waste Industries, Inc.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Darrell T. Schvaneveldt.
23.4 Consent of Shefsky Froelich & Devine Ltd. (see Exhibit 5).
<FN>
- - ------------------------
* Incorporated by reference to Registration Statement on Form SB-2 of
Continental Waste Industries, Inc. filed September 12, 1995, Commission
File No. 33-62589.
+ Omitted.
</TABLE>
<PAGE>
[cad 157]SHEFSKY FROELICH & DEVINE LTD.-LETTERHEAD[cad 179]
In Reply Refer To:
21728-04-D
October 2, 1995
Continental Waste Industries, Inc.
67 Walnut Avenue
Suite 103
Clark, New Jersey 07066
Re: Continental Waste Industries, Inc.
REGISTRATION STATEMENT ON FORM SB-2
Ladies and Gentlemen:
We have acted as special securities counsel to Continental Waste
Industries, Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing of the registration statement on Form SB-2 filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Registration Statement") with respect to the public offering of up to
230,000 shares of the Company's common stock, par value $0.001 (the "Shares").
In connection with the registration of the Shares, you have requested our
opinion with respect to the matters set forth below.
For purposes of this opinion, we have reviewed the following: (i) the
Registration Statement; and (ii) the underwriting agreement (the
"Underwriting Agreement") by and among the Company, Raymond James &
Associates, Inc. ("Raymond James"), First Analysis Securities Corporation
("First Analysis"), NatWest Securities Limited ("NatWest") and each of the
underwriters named in Schedule I thereto (collectively, the "Underwriters"),
for whom Raymond James, First Analysis and NatWest are acting as
representatives. In addition, we have examined the originals or copies
certified or otherwise identified to our satisfaction of: (i) the Company's
Certificate of Incorporation, as amended to date; (ii) the By-laws of the
Company, as amended to date; (iii) records of the corporate proceeding s of
the Company as we deemed necessary or appropriate as a basis for the opinions
set forth herein; and (v) those matters of law as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. We have not made
any independent review or investigation of the organization, existance,
good standing, assets, business or affairs of the Company, or of any other
matters. In rendering our opinion, we have assumed without inquiry the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
<PAGE>
Continental Waste Industries, Inc.
October 2, 1995
Page 2
original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of these documents
submitted to us as copies.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the basis of our knowledge
of facts based on an independent investigation should be drawn from this
representation. Further, our opinions, as hereinafter expressed, are subject
to the following exceptions, limitations and qualifications: (i) the effect
of bankruptcy, insolvency, fraudulent conveyance, reorganization,
arrangement, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; and (ii) the
effect of general principles of equity whether enforcement is considered in a
proceeding in equity or at law and the discretion of the court before which
any proceeding therefore may be brought.
We are admitted to the practice of law only in the State of Illinois
and, accordingly, we do not purport to be experts on the laws of any other
jurisdiction nor do we express an opinion as to the laws of jurisdictions
other than the laws of the State of Illinois and the General Corporation Law
of the State of Delaware, as currently in effect.
On the basis of, and in reliance upon, the foregoing, and subject to the
qualifications contained herein, we are of the opinion that the Shares have
been duly authorized for issuance and sale to the Underwriters pursuant to
the Underwriting Agreement and, when issued and delivered by the Company
pursuant to the Underwriting Agreement against payment of the consideration
set forth therein, will be validly issued, fully-paid and nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
This opinion is rendered only to you and is solely for your benefit in
connection with the transaction covered hereby. This opinion may not be
relied upon by you for your other purpose or furnished, or quoted to, or
relied upon by any other person, firm or corporation for any purpose without
our prior express written consent.
Respectfully submitted,
/s/ Shefsky Froelich & Devine Ltd.
-----------------------------------
SHEFSKY FROELICH & DEVINE LTD.
SF&D/dok
159185
<PAGE>
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 20, 1995, regarding Continental Waste Industries, Inc. and of our
report dated September 12, 1994, regarding Terre Haute Operations and to all
references to our firm included in or made a part of this registration
statement.
/s/ Arthur Andersen LLP
- - --------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois,
October 2, 1995
<PAGE>
EXHIBIT 23.2
KPMG Peat Marwick LLP
2400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, IN 46204-2452
The Board of Directors
Victory Waste Incorporated:
We consent to the use of our report included herein and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
- - -----------------------------
KPMG Peat Marwick LLP
Indianapolis, Indiana
October 2, 1995
<PAGE>
EXHIBIT 23.3
Schvaneveldt and Company
Certified Public Accountant
275 E. South Temple, Suite 300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Consent of Darrell T. Schvaneveldt
Independent Auditor
I consent to the use, in this Form S-B2, of our report dated May 3,
1994, on the financial statements of Victory Waste Incorporated, (Formerly
Ventura Associates, Inc.), dated December 31, 1993 included herein.
/s/ Darrell Schvaneveldt
- - ---------------------------
Salt Lake City, Utah
