<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 18, 1999
REGISTRATION NO. 333-88097
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CASELLA WASTE SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
------------------------------------------
(State or other Jurisdiction of Incorporation or Organization)
03-0338873
---------------------------------------
(I.R.S. Employer Identification Number)
25 Greens Hill Lane, Rutland, Vermont 05701
(802) 775-0325
------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
John W. Casella
President, Chief Executive Officer, Chairman of the
Board of Directors and Secretary
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Jeffrey A. Stein, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
---------------------------------------------------------
Approximate date of commencement of proposed sale to the public: from time
to time after this Registration Statement becomes effective.
<PAGE>
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [x]
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. [ ]
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 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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
408,584 Shares
CASELLA WASTE SYSTEMS, INC.
CLASS A COMMON STOCK
In April 1999, we issued or committed to issue an aggregate of 408,584
shares of the Company's Class A Common Stock in connection with our
acquisition of Natural Environmental, Inc. ("Natural Environmental") and the
acquisition by our wholly-owned subsidiary Casella Waste Management of New
York, Inc., a New York corporation, of Westfield Disposal Service, Inc. and
Portland C&D Landfill, Inc. (collectively, "Westfield Disposal"). This
prospectus relates to the public offering, which will not be underwritten, of
the shares held by the former stockholders of Natural Environmental and
Westfield Disposal as a result of the acquisitions.
The prices at which our stockholders may sell the shares will be determined
by the prevailing market price for the shares or in negotiated transactions. We
will not receive any proceeds from the sale of the shares.
Our common stock is listed on the NASDAQ National Market under the symbol
"CWST".
- ------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is November 17, 1999.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Where You Can Find
More Information .....................................2
The Company...........................................3
Risk Factors..........................................3
Plan of Distribution..................................4
Selling Shareholders..................................6
Legal Matters.........................................6
Experts...............................................6
</TABLE>
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Casella
Waste Systems, Inc. (referred to in this prospectus as "Casella" or the
"Registrant"), any selling shareholder or by any other person. Neither the
delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct as of
any time subsequent to the date hereof. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the
securities covered by this prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such offer or
solicitation may not lawfully be made.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" certain information we file
with them, which means that we can disclose important information to you by
referring you to those documents. We incorporate by reference the documents
listed below and any future filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
stockholders sell all of the securities that we have registered in this
prospectus. Information that we file later with the SEC will automatically
update and supersede this information.
We have incorporated by reference into this prospectus the following
documents we filed with the SEC:
(i) the Annual Report on Form l0-K for the fiscal year ended April 30,
1999, as amended on August 30, 1999,
(ii) the Current Reports on Form 8-K filed on May 13, 1999, September
10, 1999 and September 29, 1999, and
(iii) the Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 1999, and
(iv) the description of the Class A common stock contained in our
Registration Statement on Form 8-A dated October 15, 1997.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Casella Waste Systems, Inc., 25 Greens
Hill Lane, Rutland, Vermont 05701, (802) 775-0325.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
2
<PAGE>
THE COMPANY
Casella's principal executive offices are located at 25 Greens Hill Lane,
Rutland, Vermont, and our telephone number is (802) 775-0325.
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISKS BEFORE YOU DECIDE TO BUY
OUR CLASS A COMMON STOCK. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT
THE ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES MAY ALSO
ADVERSELY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS WOULD LIKELY
SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR CLASS A COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY OUR CLASS A
COMMON STOCK. THIS PROSPECTUS CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
STATEMENTS ARE BASED ON OUR CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND
PROJECTIONS ABOUT CASELLA AND OUR INDUSTRY AND INVOLVE RISKS AND UNCERTAINTIES.
CASELLA'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, AS MORE FULLY
DESCRIBED IN THIS SECTION AND ELSEWHERE IN THIS PROSPECTUS. CASELLA UNDERTAKES
NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON,
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.
The Company is party to an Agreement and Plan of Merger with KTI, Inc.
There can be no assurance that the merger will take place on the anticipated
timetable, if at all, or if it does, that management will be able to integrate
KTI's operations effectively into the Company and that the merger will result in
the synergies and other benefits anticipated by the two companies.
In connection with the merger with KTI, the Company will be required to
obtain a new credit facility to replace its existing credit facility within
30 days following the earlier of the closing of the merger on November 15,
1999. Although the Company is in the process of negotiating a new credit
facility, there can be no assurance that it will obtain such a credit
facility in the amount, or on the timetable, sought by the Company. The
Company does not have sufficient funds to repay the outstanding balance of
the existing credit facility in the event a new credit facility is not
obtained on a timely basis. If the Company cannot obtain a new credit
facility on favorable terms within the required time period, its acquisition
program, results of operations and financial condition would be materially
and adversely affected.
The Company's objective is to continue to grow by expanding its services in
markets where it can be one of the largest and most profitable fully-integrated
solid waste services companies. Such growth, if it were to occur, could place a
significant strain on the Company's management and operational, financial and
other resources.
The Company has incurred net losses in the past. There can be no assurance
that the Company will be profitable in the future.
The Company's strategy envisions that a substantial part of the Company's
future growth will come from making acquisitions consistent with its strategy.
There can be no assurance that the Company will be able to identify suitable
acquisition candidates and, once identified, to negotiate successfully their
acquisition at a price or on terms and conditions favorable to the Company, or
to integrate the operations of such acquired businesses with the Company.
Certain of these acquisitions may be of significant size and may include assets
that are outside the Company's geographic territories or are ancillary to the
Company's core business strategy.
The Company is highly dependent upon the services of the members of its
senior management team, the loss of any of whom may have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, the Company's future success depends on its continuing ability to
identify, hire, train, motivate and retain highly trained personnel.
The Company anticipates that any future business acquisitions will be
financed through cash from operations, borrowings under its bank line of credit,
the issuance of shares of the Company's Class A Common
3
<PAGE>
Stock and/or seller financing. There can be no assurance that the Company
will have sufficient existing capital resources, that its stock price will be
sufficiently attractive for use in an acquisition or that the Company will
be able to raise sufficient additional capital resources on terms
satisfactory to the Company, if at all, in order to meet its capital
requirements.
The Company's operating program depends on its ability to operate and
expand the landfills it owns and leases and to develop new landfill sites.
Several of the Company's landfills are subject to local laws purporting to
regulate their expansion and other aspects of their operations. There can be no
assurance that the laws adopted by municipalities in which the Company's
landfills are located will not have a material adverse effect on the Company's
utilization of its landfills or that the Company will be successful in obtaining
new landfill sites or expanding the permitted capacity of any of its current
landfills once its remaining disposal capacity has been consumed.
The Company's results of operations could be adversely affected by changing
prices or market conditions for recycled materials. The purchase and resale
prices of and market demand for recycled materials has been and could continue
to be volatile. These changes in the past have contributed and may in the future
continue to contribute to variability in the Company's period-to-period results
of operations.
PLAN OF DISTRIBUTION
Casella is registering 408,584 shares (the "Shares") on behalf of
certain selling shareholders. All of the Shares were originally issued by us
in connection with our acquisition of Natural Environmental and Westfield
Disposal. The selling shareholders named in the table below or pledgees,
donees, transferees or other successors-in-interest selling Shares received
from a named selling shareholder as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus (collectively,
the "Selling Shareholders") may sell the Shares from time to time. The
Selling Shareholders will act independently of Casella in making decisions
with respect to the timing, manner and size of each sale. The sales may be
made on one or more exchanges or in the over-the-counter market or otherwise,
at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions. The Selling Shareholders
may effect such transactions by selling the Shares to or through
broker-dealers or directly to purchasers (in the event of a private sale).
The Shares may be sold by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt to
sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.
The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the Shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the Shares in the
course of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders may also sell Shares short and redeliver the Shares to
close out such short positions. The Selling Shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the Shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Shareholders also
may loan or pledge the Shares to a broker-dealer. The broker-dealer may sell the
Shares so loaned, or upon a default the broker-dealer may sell the pledged
Shares pursuant to this prospectus.
4
<PAGE>
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the Shares for
whom they act as agents or to whom they sell as principals, or both. Usual and
customary brokerage fees will be paid by the Selling Shareholders.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Shareholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. The Selling Shareholders have advised Casella that
they have not entered into agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of Shares by Selling Shareholders.
The Shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the Shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to our common stock for a specified period
prior to the commencement of such distribution. In addition, each Selling
Shareholder will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M,
which provisions may limit the timing of purchases and sales of Shares of our
common stock by the Selling Shareholders. Casella will make copies of this
prospectus available to the Selling Shareholders and has informed them of the
need for delivery of copies of this prospectus to purchasers at or prior to the
time of any sale of the Shares.
Casella will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of Shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
- the name of each such Selling Shareholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, and
- other facts material to the transaction.
Casella will bear all costs, expenses and fees in connection with the
registration of the Shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the Shares. The Selling
Shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling Shareholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act.
5
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the number of Shares owned by each of the
Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Casella within the past three years other than as a result of
the ownership of the Shares or other securities of Casella. No estimate can be
given as to the amount of Shares that will be held by the Selling Shareholders
after completion of this offering because the Selling Shareholders may offer all
or some of the Shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the Shares.
The Shares offered by this prospectus may be offered from time to time by the
Selling Shareholders named below.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Name of Selling Shareholder Number of Shares Percent of Number of Shares
Beneficially Owned Outstanding Registered for Sale
as of September 20, 1999 Shares of Hereby (1)
Class A
Common
Stock
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Gordon Reger 82,251 * 82,251
- ----------------------------------------------------------------------------------------------------------------
Reger Investment Fund, Ltd. 82,251 * 82,251
- ----------------------------------------------------------------------------------------------------------------
Raymond L. Schuster 195,421 1.3 195,421
- ----------------------------------------------------------------------------------------------------------------
Brad Schuster 48,661 * 48,661
- ----------------------------------------------------------------------------------------------------------------
Total 408,584 408,584
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also shall cover any additional shares of Class
A common stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration which
results in an increase in the number of Casella's outstanding shares of Class A
common stock.
*Less than one percent based on shares of Class A Common Stock outstanding as of
September 20, 1999.
LEGAL MATTERS
The validity of the common stock being offered has been passed upon for us
by Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The financial statements and schedule incorporated by reference in this
prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state in which the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
6
<PAGE>
CASELLA WASTE SYSTEMS, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
November 17, 1999
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee .................................... $1,100
Accounting Fees and Expenses ............................ 1,000
Legal Fees and Expense .................................. 2,500
Transfer Agent Fees ..................................... 0
Printing Fees ........................................... 1,000
Miscellaneous Expenses .................................. 900
Total ................................................... $6,500
- ------------ All fees are estimates
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
Article Sixth of the Registrant's Amended and Restated Certificate of
Incorporation eliminates the personal liability of the directors of the
Registrant to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as directors with certain exceptions, and Article Sixth
requires indemnification of directors and officers of the Registrant, and for
advancement of litigation expenses to the fullest extent permitted by Section
145. Article Sixth of the Registrant's By-Laws provides for indemnification of
the Registrant's officers and directors to the fullest extent permitted by
Section 145 and other applicable laws as currently in effect and as they may be
amended in the future.
ITEM 16. EXHIBITS
Exhibit No. Description
- ----------- -----------
*5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Hale and Dorr LLP (included in the opinion of Hale
and Dorr LLP filed in Exhibit 5.1 hereto)
*24.1 Power of Attorney (included on Page II-3 of this registration
statement)
- -----------
* Previously filed
ITEM 17. UNDERTAKINGS
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.
II-1
<PAGE>
(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 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.
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 SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is 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.
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, 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 the initial bona
fide offering thereof.
II-2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Rutland,
Vermont, as of this 17th day of November, 1999.
CASELLA WASTE SYSTEMS, INC.
(Registrant)
By: /s/ JOHN W. CASELLA
----------------------------------
John W. Casella
President, Chief Executive Officer, Chairman of
the Board of Directors and Secretary
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement on Form S-3 has been signed below by the
following persons in the capacities indicated on this 17th day of November,
1999.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John W. Casella President, Chief Executive November 17, 1999
- ------------------------------- Officer and Chairman
John W. Casella (Principal Executive Officer)
/s/ James W. Bohlig* Senior Vice President and November 17, 1999
- ------------------------------- Chief Operating Officer,
James W. Bohlig Director
/s/ Jerry S. Cifor Senior Vice President and November 17, 1999
- ------------------------------- Chief Financial Officer
Jerry S. Cifor (Principal Accounting and
Financial Officer)
/s/ Douglas R. Casella* Director November 17, 1999
- -------------------------------
Douglas R. Casella
/s/ JOHN F. CHAPPLE III* Director November 17, 1999
- -------------------------------
John F. Chapple III
/s/ Gregory B. Peters* Director November 17, 1999
- -------------------------------
Gregory B. Peters
</TABLE>
/s/ John W. Casella
- -------------------------------
* By John W. Casella, Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
*5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Hale and Dorr LLP (included in the Opinion of Hale
and Dorr LLP filed in Exhibit 5.1 hereto)
*24.1 Power of Attorney (included on Page II-4 of this registration
statement)
</TABLE>
- ------------------
* previously filed
II-5
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated July 1, 1999 and to all references to our firm included in this
registration statement. Our report dated June 18, 1999, included in Casella
Waste Systems, Inc.'s form 10-K for the year ended April 30, 1999 is no
longer appropriate since restated financial statements have been presented
giving effect to two business combinations accounted for as
poolings-of-interests.
/s/ Arthur Andersen LLP
----------------------------
Arthur Andersen LLP
Boston, Massachusetts
November 17, 1999
