As filed with the Securities and Exchange Commission on December 2, 1998
Registration No. 333-43539
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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)
1993 Incentive Stock Option 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 260,000 (1) $492,750 $145.36(2)
Common Stock, shares
$0.01 par value
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee, and
based on the exercise prices of options granted under the 1993 Incentive
Stock Option Plan (ranging from $0.60 per share to $4.61 per share), in
accordance with Securities Act Rule 457(h) of the Securities Act of 1933,
as amended (the "Securities Act").
(2) Previously paid.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement is being filed to include an
additional paragraph under Item 6 and to amend and restate the Exhibit Index and
file an Exhibit hereto.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Rutland,
Vermont on the 2nd day of December, 1998.
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
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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 Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated as of December 2, 1998.
Signature Title
/s/ John W. Casella President, Chief Executive Officer,
- ----------------------------- Chairman of the Board of Directors and
John W. Casella Secretary (Principal Executive Officer)
/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 (Principal Financial and
Jerry S. Cifor Accounting Officer)
/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/ Gregory B. Peters* Director
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Gregory B. Peters
*By: /s/ John W. Casella
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John W. Casella
Attorney-in-Fact
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<PAGE>
Exhibit Index
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Exhibit
Number
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4.1(1) Second Amended and Restated Certificate of Incorporation of the
Registrant
4.2(1) Second Amended and Restated By-laws of the Registrant
4.3(1) Specimen Stock Certificate of Common Stock of the Registrant
5.1(2) Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1(2) Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent accountants
24.1(2) Power of Attorney (included in the signature pages of this
Registration Statement)
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(1) Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, as amended (File No. 333-33135),
and incorporated herein by reference.
(2) Previously filed.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated October 8, 1997
included in Casella Waste Systems, Inc.'s Form S-1 (File No. 333-33135) and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Boston, Massachusetts
December 31, 1997
