SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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United Waste Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation
or Organization)
13-3532338
(I.R.S. Employer Identification No.)
Four Greenwich Office Park
Greenwich, Connecticut 06830
(Address of Principal Executive Offices) (Zip Code)
Options granted outside of the Registrant's 1992 Stock Option
Plan under individual written compensation contracts with
employees (as defined in General Instruction A(1)(a)to Form S-8)]
(Full Title of Plan)
Sandra E. Welwood
United Waste Systems, Inc.
Greenwich, Connecticut 06830
(Name and Address of Agent For Service)
(203) 622-3131
(Telephone Number, Including Area Code, of Agent
for Service)
A copy of all communications, including communications sent to
the agent for service, should be sent to:
Joseph Ehrenreich, Esq.
Ehrenreich & Krause
1140 Avenue of the Americas
New York, N.Y. 10036
(212) 302-8050
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Offering Maximum Amount
Title of Price Aggregate of
Securities to Amount to Per Offering Registration
be Registered be Registered Share Price Fee
- -------------- -------------- ------------------- -------------
Common Stock,
par value
$.001 per share 66,585(1)(2) $40.125(3) $2,671,724 $810
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(1)Represents options with respect to an aggregate of 66,585
shares granted (on March 14, 1997) outside of the Registrant's
1992 Stock Option Plan to 58 employees or consultants of the
Registrant under individual written compensation contracts or
option agreements with such persons.
(2) This Registration Statement also registers an
indeterminate number of shares of Common Stock which may become
issuable pursuant to the antidilution provisions of the plans to
which this Registration Statement relates.
(3)Calculated solely for the purpose of determining the
registration fee pursuant to Rule 457(h)(1) based upon the
exercise price of the above-mentioned options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
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As permitted by the rules of the Securities and Exchange
Commission, this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to the
participants in the plans covered by this Registration Statement
as required by Rule 428(b) promulgated under the Securities Act
of 1933, as amended. Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of such Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, United Waste
Systems, Inc., a Delaware corporation (the "Company"), pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration
statement.
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (and Amendments No. 1 and No. 2 thereto on
Form 10-K/A), and the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1997.
2. The Company's Report on Form 8-K dated December 5, 1996
(filed on March 3, 1997).
3. The Company's Report on Form 8-K dated December 26, 1996
(filed on March 11, 1997).
4. The Company's Report on Form 8-K dated April 13, 1997
(filed on April 16, 1997).
5. The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A dated November
16, 1992, filed under the Exchange Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereby have been sold or which
deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement 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 by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby
have been passed upon for the Company by Ehrenreich & Krause,
1140 Avenue of the Americas, New York, New York 10036.
Item 6. Indemnification of Directors and Officers.
Pursuant to specific authority granted by Section 102 of the
Delaware General Corporation Law (the "DGCL"), Article X of the
Registrant's Certificate of Incorporation contains the following
provision regarding limitation of liability of directors and
officers:
The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent
permitted by Paragraph (7) of subsection (b) of Section 102 of
the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, or any corresponding
provision of the General Corporation Law of the State of
Delaware.
The Registrant, as a Delaware corporation, is empowered by
Section 145 of the DGCL, subject to the procedures and limitation
stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of his being or having
been a director, officer, employer or agent of the Registrant. The
statute provides that indemnification pursuant to its provisions is
not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise. Article IX of
Registrant's Amended and Restated Certificate of Incorporation and
Article V of Registrant's By-laws both provide for indemnification
of its officers and directors to the full extent permitted by the
DGCL. In addition, the Company has entered into indemnification
agreements with each of its directors and officers. In general,
these agreements require the Company to indemnify each of such
persons against expenses, judgments, fines, settlements and other
liabilities incurred in connection with any proceeding (including
a derivative action) to which such person may be made a party by
reason of the fact that such person is or was a director, officer
or employee of the Company or guaranteed any obligations of the
Company, provided that the right of an indemnitee to receive
indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to indemnification unless he acted in
good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful and (ii) in the case of a
derivative action, an indemnitee is not entitled to indemnification
in the event that he is judged in a final non-appealable decision
of a court of competent jurisdiction to be liable to the Company
due to willful misconduct in the performance of his duties to the
Company (unless and only to the extent that the court determines
that the indemnitee is fairly and reasonably entitled to
indemnification).
Pursuant to Section 145 of the DGCL, the Registrant has
purchased insurance on behalf of its present and former directors
and officers against any liability asserted against or incurred by
them in such capacity or arising out of their status as such.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number and Exhibit
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5.1 Opinion of Ehrenreich & Krause
23.1 Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Hanson Rotter & Green
24.1 Power of Attorney (included on the signature page of the
Registration Statement)
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities and Exchange Act
of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of 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, hereunto duly authorized, in Greenwich,
Connecticut, on the 25th day of June, 1997.
United Waste Systems, Inc.
By: Michael J. Nolan
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Michael J. Nolan
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in their respective capacities and on the respective dates
set forth opposite their names. Each person whose signature
appears below hereby authorizes Bradley S. Jacobs, John N. Milne
and Michael J. Nolan and each with full power of substitution, to
execute in the name and on behalf of such person any amendment or
any post-effective amendment to this Registration Statement and to
file the same, with exhibits thereto, and other documents in
connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and appoints each of
Bradley S. Jacobs, John N. Milne and Michael J. Nolan, each with
full power of substitution, attorney-in-fact to sign any amendment
and any post-effective amendment to this Registration Statement and
to file the same, with exhibits thereto, and other documents in
connection therewith.
Bradley S. Jacobs
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Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal Executive
Officer)
June 25, 1997
John N. Milne
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John N. Milne, Director
June 25, 1997
G. Chris Andersen
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G. Chris Andersen, Director
June 25, 1997
Lawrence J. Twill, Sr.
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Lawrence J. Twill, Sr., Director
June 25, 1997
Christian Weyer
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Christian Weyer, Director
June 25, 1997
J. Bryan Williams, III
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J. Bryan Williams, III, Director
June 25, 1997
Michael J. Nolan
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Michael J. Nolan, Chief Financial Officer
(principal financial officer)
June 25, 1997
Sandra E. Welwood
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Sandra E. Welwood, Vice President Controller
(principal accounting officer)
June 25, 1997
Exhibit Number and Exhibit
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5.1 Opinion of Ehrenreich & Krause
23.1 Consent of Ehrenreich & Krause (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Hanson Rotter & Green
24.1 Power of Attorney (included on the signature page of the
Registration Statement)
Exhibit 5.1
June 25, 1997
United Waste Systems, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-8
Relating to 66,585 Shares of Common Stock
Gentlemen:
You have requested our opinion in connection with the
above-referenced registration statement (the "Registration
Statement") relating to up to 66,585 shares of Common Stock, par
value $.001 per share, of United Waste Systems, Inc. (the
"Company") that may from time to time be sold by the Company upon
exercise of options that have heretofore been granted pursuant to
the plans referenced in the Registration Statement. Such shares
are referred to as the "Option Shares."
We have reviewed copies of the Amended and Restated
Certificate of Incorporation of the Company (including amendments
thereto), the By-laws of the Company, the Registration Statement
and exhibits thereto and have examined such corporate documents
and records and other certificates, and have made such
investigations of law, as we have deemed necessary in order to
render the opinion hereinafter set forth. As to certain
questions of fact material to our opinion, we have relied upon
the certificate of an officer of the Company and upon
certificates of public officials.
Based upon and subject to the foregoing, we are of the
opinion that the Option Shares, when issued and paid for in
accordance with the terms of the applicable plan and any
applicable stock option or other agreement governing the issuance
of such shares, will be duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the reference to us under the
caption "Interests of Named Experts and Counsel" in the
Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent,
we do not hereby admit that we come within the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
Ehrenreich & Krause
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to options granted
under individual written compensation contracts or option
agreements with employees of United Waste Systems, Inc., for the
registration of up to 66,585 shares of its common stock, of our
report dated February 21, 1997(except for Note 13, as to which
the date is March 25, 1997) with respect to the consolidated
financial statements of United Waste Systems, Inc. included in
its Annual Report on Form 10-K/A#2 for the year ended December
31, 1996, filed with the Securities and Exchange Commission on
June 25, 1997.
ERNST & YOUNG LLP
MetroPark, New Jersey
June 25, 1997
Exhibit 23.3
June 24, 1997
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of United Waste Systems, Inc.,
for the registration of up to 66,585 shares of its common stock,
of our report dated November 21, 1995 with respect to the
combined financial statements of Carmel Marina Corporation and
Affiliates as of December 31, 1994, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996
filed with the Securities and Exchange Commission.
HANSON ROTTER GREEN
