As filed with the Securities and Exchange Commission on November 20, 1997
Registration No. 333-40267
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Casella Waste Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 03-0338873
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Greens Hill Lane, Rutland, Vermont 05701
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(Address of principal executive offices) (Zip Code)
1997 Employee Stock Purchase Plan
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(Full title of the plan)
John W. Casella
President, Chief Executive Officer and Chairman
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
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(Name and address of agent for service)
(802) 775-0325
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ---------- ---------- --------- -------------- ---
<S> <C> <C> <C> <C>
Class A
Common Stock, 300,000 $22.25 (1) $6,675,000.00(1) $2,022.72 (2)
$0.01 par value shares
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration
fee, and based on the average of the high and low prices as reported by Nasdaq
on November 11, 1997, in accordance with Securities Act Rule 457(c) and (h) of
the Securities Act of 1933, as amended (the "Securities Act").
(2) Previously paid.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to S-8 is being filed to adjust date of Company's
Properties pursuant to Rule 424(b)(1).
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the 1997 Employee Stock Purchase Plan of Casella Waste
Systems, Inc., a Delaware corporation (the "Registrant" or the "Company"),
pursuant to Rule 428(b)(1) of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Company's Prospectus pursuant to Rule 424(b)(1) of the
Securities Act, dated October 28, 1997;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the prospectus referred
to in (1) above; and
(3) The description of the Class A Common Stock, $0.01 par value per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A as filed with the Commission on October 15, 1997.
All documents subsequently filed by the Registrant 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 shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Registrant's Second Amended and Restated Certificate of
Incorporation contains certain provisions permitted under the General
Corporation Law of Delaware relating to the liability of directors. These
provisions eliminate a director's personal liability for monetary damages for a
breach of fiduciary duty, except in certain circumstances involving wrongful
acts, such as the breach of a director's duty of loyalty or acts or omissions
which involve intentional misconduct or a knowing violation of the law. The
Registrant's Second Amended and Restated Certificate of Incorporation also
contains provisions obligating the Registrant to indemnify its directors and
officers to the fullest extent permitted by the General Corporation Law of
Delaware.
The Registrant may purchase and maintain insurance coverage insuring
directors and officers of the Registrant against certain liabilities which they
may incur as directors and officers of the Registrant, which may include
coverage for liabilities arising under the Securities Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
1. The Registrant hereby undertakes:
(a) 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
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<PAGE>
(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 (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) 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 that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
2. The 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 in the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive 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 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, executive officer of
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, executive 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Amendment No. 1 on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Rutland, Vermont, on this 20th day of November, 1997.
Casella Waste Systems, Inc.
By: /s/ John W. Casella
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John W. Casella
President, Chief Executive Officer,
Chairman of the Board of Directors
and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Casella Waste Systems,
Inc. hereby severally constitute and appoint John W. Casella, James W. Bohlig
and Jeffrey A. Stein, and each of them singly, our true and lawful
attorneys-in-fact with full power to them, and each of them singly, to sign for
us and in our names, in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all amendments to said
Registration Statement and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Casella Waste
Systems, Inc. to comply with the provisions of the Securities Act and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorneys-in-fact, and each of them singly, to
said Registration Statement and any and all amendments thereto.
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<PAGE>
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of November 20, 1997.
Signature Title
/s/ John W. Casella President, Chief Executive Officer,
- ---------------------------- Chairman of the Board of Directors
John W. Casella and Secretary
/s/ Douglas R. Casella Vice Chairman of the Board of Directors
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Douglas R. Casella
/s/ James W. Bohlig Senior Vice President, Chief Operating
- ---------------------------- Officer and Director
James W. Bohlig
/s/ Jerry S. Cifor Vice President, Chief Financial Officer
- ---------------------------- and Treasurer
Jerry S. Cifor
/s/ John F. Chapple III Director
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John F. Chapple III
/s/ Michael F. Cronin Director
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Michael F. Cronin
/s/ Kenneth H. Mead Director
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Kenneth H. Mead
/s/ Gregory B. Peters Director
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Gregory B. Peters
/s/ C. Andrew Russell Director
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C. Andrew Russell
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<PAGE>
Exhibit Index
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Exhibit
Number
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3.1 Certificate of Incorporation, as amended (1)
3.4 By-Laws, as amended (2)
4 Specimen Certificate of Class A Common Stock of the Registrant (3)
5.1 Opinion of Hale and Dorr LLP (4)
23.2 Consent of Hale and Dorr LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in the signature pages of this Registration
Statement)
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(1) Incorporated herein by reference to Exhibits 3.1 through 3.3 to the
Registrant's Registration Statement on Form S-1 (File No. 333-33135).
(2) Incorporated herein by reference to Exhibits 3.4 and 3.5 to the
Registrant's Registration Statement on Form S-1 (File No. 333-33135).
(3) Incorporated herein by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-1 (File No. 333-33135).
(4) Previously filed.
