<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1999
REGISTRATION NO. 333-90913
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CASELLA WASTE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4953 03-0338873
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
</TABLE>
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)
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JOHN W. CASELLA
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
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)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
JEFFREY A. STEIN, ESQ. BRIAN HOFFMANN, ESQ.
HALE AND DORR LLP CADWALADER, WICKERSHAM & TAFT
60 STATE STREET 100 MAIDEN LANE
BOSTON, MA 02109 NEW YORK, NY 10038
(617) 526-6000 (212) 504-6000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly
as practicable after this registration statement becomes effective and the
effective time of the proposed merger of Rutland Acquisition Sub, Inc., a wholly
owned subsidiary of the Registrant, with and into KTI, Inc. as described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /____
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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 OR AMENDMENTS WHICH SPECIFICALLY STATES THAT THE
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL SUCH REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE OR DATES AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 is to refile Exhibits 23.2 and
99.6.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Rutland, State of Vermont, on this 15th day of November, 1999.
<TABLE>
<S> <C> <C>
CASELLA WASTE SYSTEMS, INC.
By: /s/ JOHN W. CASELLA
-----------------------------------------
John W. Casella
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the registration statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
President, Chief Executive
/s/ JOHN W. CASELLA Officer and Chairman
------------------------------------------- (Principal Executive November 15, 1999
John W. Casella Officer)
/s/ JAMES W. BOHLIG* Senior Vice President,
------------------------------------------- Chief Operating Officer November 15, 1999
James W. Bohlig and Director
Vice President and Chief
/s/ JERRY S. CIFOR Financial Officer
------------------------------------------- (Principal Accounting and November 15, 1999
Jerry S. Cifor Financial Officer)
/s/ DOUGLAS R. CASELLA*
------------------------------------------- Director November 15, 1999
Douglas R. Casella
/s/ JOHN F. CHAPPLE III*
------------------------------------------- Director November 15, 1999
John F. Chapple III
/s/ GREGORY B. PETERS*
------------------------------------------- Director November 15, 1999
Gregory B. Peters
</TABLE>
*By /s/ JOHN W. CASELLA
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John W. Casella, ATTORNEY-IN-FACT
II-6
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated March 30, 1999 (except for the second paragraph
of Note 9 as to which the date is August 27, 1999, Note 2 as to which the
date is August 30, 1999 and the first paragraph of Note 21 as to which the
date is September 23, 1999) with respect to the consolidated financial
statements of KTI, Inc., our report dated March 30, 1999 (except for the
first paragraph of Note 3 to Schedule I as to which the date is August 27,
1999, Note 2 to Schedule I as to which the date is August 30, 1999 and Note 5
to Schedule I as to which the date is September 23, 1999) with respect to the
financial statement schedules of KTI, Inc. and our report dated February 7,
1997 with respect to the financial statements of Penobscot Energy Recovery
Company, Limited Partnership each included in the Joint Proxy Statement of
Casella Waste Systems, Inc. and KTI, Inc. that is made a part of the
Registration Statement (Form S-4) and Prospectus of Casella Waste Systems,
Inc. for the registration of 8,599,899 shares of its common stock.
Hackensack, New Jersey /s/ ERNST & YOUNG LLP
November 10, 1999
<PAGE>
Exhibit 99.6
CONSENT OF CIBC WORLD MARKETS CORP.
We hereby consent to the use of our letter in its entirety dated
September 23, 1999 (the "Letter") to the Board of Directors of KTI, Inc.
("KTI") contained in Annex B-2 to the Joint Proxy Statement/Prospectus
constituting a part of the registration statement on Form S-4 relating to the
proposed merger of a wholly owned subsidiary of Casella Waste Systems, Inc.
with and into KTI and to the references to such Letter in the Joint Proxy
Statement/Prospectus. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1993, as amended, or the rules and regulations
adopted by the Securities and Exchange Commission thereunder nor do we admit
that we are experts with respect to any part of such Registration Statement
within the meaning of the term "experts" as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
November 9, 1999 /s/ CIBC WORLD MARKETS
