As filed with the Securities and Exchange Commission on October
8, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN DISPOSAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3858494
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 McClintock Drive, Suite 305
Burr Ridge, Illinois 60521
(Address of principal executive offices) (Zip code)
AMERICAN DISPOSAL SERVICES, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
Ann L. Straw, Esq.
American Disposal Services, Inc.
745 McClintock Drive, Suite 305
Burr Ridge, Illinois 60521
(708) 655-1105
(Name and address, and telephone number,
including area code, of agent for service)
Copies of communications to:
Stephen W. Rubin, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed Amount of
securities registered(1) offering price maximum Registra-
to be per share(2) aggregate tion Fee
registered offering
price(2)
Common 1,100,000 $18.00 $19,800,00 $6,827.64
Stock, shares
par value
$.01 per
share
(1) Represents the maximum number of shares of common stock, par
value $.01 per share ("Common Stock"), as to which awards
may be granted under the American Disposal Services, Inc.
1996 Stock Option Plan (the "Plan"). Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), there are also being registered such
additional indeterminate number of shares as may be required
to cover possible adjustments under the Plan.
(2) Computed pursuant to Rule 457(h) promulgated under the
Securities Act, based on a price per share of $18.00 (the
average of the high and low sale prices of the Common Stock
as reported on the NASDAQ National Market on October 2,
1996).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by American Disposal
Services, Inc., a Delaware corporation (the "Corporation" or the
"Registrant"), are incorporated herein by reference:
(1) The Corporation's Prospectus, dated July 25, 1996,
filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended;
(2) The Corporation's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1996;
(3) The Corporation's Current Report on Form 8-K,
dated August 26, 1996;
(4) The description of the Corporation's common stock,
par value $.01 per share, contained in the Corporation's
Registration Statement filed on Form 8-A (No. 0-28652) under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents subsequently filed by the Corporation 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 securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any
statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
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.
II-1<PAGE>
Item 5. Interest of Named Experts and
Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify its directors, officers, employees and
agents against judgments, fines, amounts paid in settlement, and
reasonable costs, expenses and counsel fees paid or incurred in
connection with any proceeding, other than an action by or in the
right of the Corporation, to which such director, officer,
employee or agent or his legal representative may be a party,
provided such director, officer, employee or agent shall have
acted in good faith and shall have reasonably believed (a) in the
case of a civil proceeding, that his conduct was in or not
opposed to the best interests of the Corporation, and (b) in the
case of a criminal proceeding, that he had no reasonable cause to
believe his conduct was unlawful. In connection with an action
by or in the right of the Corporation against a director,
officer, employee or agent, the Corporation has the power to
indemnify such director, officer, employee or agent for
reasonable expenses incurred in connection with such suit (a) if
such person acted in good faith and in a manner he reasonably
believed was not opposed to the best interest of the Corporation
and (b) if found liable to the Corporation, only if ordered by a
court of law. Section 145 also provides that such section is not
exclusive of any other indemnification rights granted by the
Corporation to directors, officers, employees or agents. The
Corporation's Restated Certificate of Incorporation provides that
the Corporation shall, to the fullest extent permitted by law,
indemnify all persons who it may indemnify pursuant thereto.
In addition, the Corporation's Restated Certificate of
Incorporation contains a provision eliminating the liability of a
director to the Corporation or its stockholders for breach of
fiduciary duty as a director, other than liability (i) for breach
of the director's duty of loyalty to the Corporation or its
stockholder, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director personally
gained in fact a financial profit or other advantage to which he
was not legally entitled.
II-2<PAGE>
The Corporation's By-Laws provide that the Corporation
shall, to the fullest extent permitted by the Delaware General
Corporation law, indemnify any person, or a person of whom he is
the legal representative, who was or is a party or is threatened
to be made a party to or who is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an official capacity
or in any other capacity while serving as a director, officer,
employee or agent, against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and that indemnification shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his heirs,
executors and administrators; provided, however, that except for
certain proceedings to recover on an unpaid indemnification
claim, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by that person, only if that proceeding (or part
thereof) was authorized by the Board of Directors. The right to
indemnification conferred in the by-laws shall be a contract
right and shall include the right to be paid by the Corporation
the expenses incurred in defending a proceeding in advance of its
final disposition; provided, however, that, if the Delaware
General Corporation Law, as amended from time to time, requires,
the payment of such expenses incurred by a director or officer in
his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by that person while
a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of
a proceeding shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced, if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under the by-laws or otherwise.
II-3<PAGE>
The Corporation maintains directors and officers liability
insurance policies, insuring, with certain exceptions and
conditions, the Corporation's directors and officers in their
capacity as such against liability with respect to certain
specified proceedings. In addition to covering directors and
officers of the Corporation, the policies also insure the
Corporation against amounts paid by it to indemnify directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 Description Restated Certificate of Incorporation
of the Corporation (incorporated by reference to
Exhibit 3.1 to the Corporation's Registration
Statement on Form S-1 (No. 333-4889))
4.2 Amendment to Restated Certificate of Incorporation
of the Corporation (incorporated by reference to
Exhibit 3.2 to the Corporation's Registration
Statement of Form S-1 (No. 333-4889))
4.3 Bylaws of the Corporation (incorporated by
reference to Exhibit 3.3 to the Corporation's
Registration Statement on Form S-1 No. 333-4889))
5.1 Opinion of Proskauer Rose Goetz & Mendelsohn LLP
10.1 American Disposal Services, Inc. 1996 Stock Option
Plan (incorporated by reference to Exhibit 10.9 to
the Corporation's Registration Statement on Form
S-1 (No. 333-4889))
15.1 Awareness Letter of Independent Accountants
23.1 Consent of Independent Accountants
23.2 Consent of Proskauer Rose Goetz & Mendelsohn LLP
(included in Exhibit 5)
24.1 Powers of Attorney (included on Page II-5)
II-4
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; (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;
and (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 with
or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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
the 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
II-5
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
II-6<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Burr Ridge, State of
Illinois, on October 7, 1996.
AMERICAN DISPOSAL SERVICES, INC.
By: /s/ Richard DeYoung
Name: Richard DeYoung
Title: President
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Richard DeYoung
and Ann Straw, or either of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and
resubstitution, to act, without the other, for him and in his
name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of American Disposal Services,
Inc., and any or all amendments (including post-effective
amendments) thereto, relating to the registration, under the
Securities Act of 1933, as amended, of shares of Common Stock of
the Corporation to be issued pursuant to the Corporation's 1996
Stock Option Plan, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as full to all intents and purposes as
he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them,
their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
II-7<PAGE>
Signatures Title Date
/s/ David C. Stoller Chairman and Director October 7, 1996
David C. Stoller (Principal Executive
Officer)
/s/ Richard DeYoung President and October 7, 1996
Richard DeYoung Director
/s/ Scott H. Flamm
Scott H. Flamm Senior Vice-President
and Director (Principal
Financial Officer and
Principal Accounting
Officer) October 7, 1996
/s/ Merril M. Halpern Director October 7, 1996
Merril M. Halpern
/s/ A. Lawrence Fagan Director October 7, 1996
A. Lawrence Fagan
/s/ Richard T. Henshaw, III Director October 7, 1996
Richard T. Henshaw, III
/s/ G. T. Blankenship Director October 7, 1996
G. T. Blankenship
/s/ Norman Steisel Director October 7, 1996
Norman Steisel
II-8<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Location
4.1 Restated Certificate of incorporated by
Incorporation of the Corporation reference to Exhibit
3.1 to the
Corporation's
Registration Statement
on Form S-1 (No. 333-
4889)
4.2 Amendment to Restated Certificate incorporated by
of Incorporation of the Corporation reference to Exhibit
3.2 to the
Corporation's
Registration Statement
on Form S-1 (No. 333-
4889)
4.2 Bylaws of the Corporation incorporated by
reference to Exhibit
3.3 to the
Corporation's
Registration Statement
on Form S-1
(No. 333-4889)
5.1 Opinion of Proskauer Rose Goetz & filed herewith
Mendelsohn LLP
10.1 American Disposal Services, incorporated by
Inc. 1996 Stock Option Plan reference to
Exhibit 10.9 to the
Corporation's
Registration Statement
on Form S-1
(No. 333-4889)
23.1 Consent of Independent Auditors filed herewith
23.2 Consent of Independent Public filed herewith
Accountants
23.3 Consent of Proskauer Rose Goetz & included in Exhibit 5.1
Mendelsohn LLP
24.1 Powers of Attorney included on Page II-5
II-9<PAGE>
EXHIBIT 5.1
October 7, 1996
The Board of Directors
American Disposal Services, Inc.
745 McClintock Drive, Suite 305
Burr Ridge, Illinois 60541
Gentlemen:
We have acted as counsel to American Disposal Services, Inc.
(the "Company") in connection with the Registration Statement on
Form S-8 (together with the exhibits thereto, the "Registration
Statement") filed by the Company under the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder, relating to the registration of 1,100,000 shares (the
"Shares") of common stock, par value $.01 per share, of the
Company. The Shares are to be issued by the Company upon
exercise of certain stock options (the "Options") granted and to
be granted to certain employees of the Company and its
subsidiaries pursuant to the Company's 1996 Stock Option Plan.
As such counsel, we have reviewed the corporate proceedings
in connection with the adoption of the Plan. We have also
examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements and instruments relating
to the Company, and certificates of public officials and of
representatives of the Company, and have made such investigations
of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed
proper or necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the
opinion that the Shares will be, when issued upon due exercise of
options granted under the Plan in accordance with the provisions
of the Plan and in accordance with stock option agreements
entered into in accordance with the provisions of the Plan
(including payment of the option exercise price provided for
therein), legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. In giving the foregoing consent,
we do not admit that we are in 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 promulgated thereunder.
Very truly yours,
/s/PROSKAUER ROSE GOETZ & MENDELSOHN LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the American Disposal
Services, Inc. 1996 Stock Option Plan of our report dated March
22, 1996, except Note 10, as to which the date is May 30, 1996,
with respect to the consolidated financial statements of American
Disposal Services, Inc. included in Registration Statement (No.
333-4889) on Form S-1 filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Chicago, IL
October 3, 1996
<PAGE>
EXHIBIT 23.2
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 April 15, 1994, included in the American Disposal
Services, Inc. Prospectus dated July 25, 1996, and to all
references to our Firm including in this registration statement.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
October 4, 1996
