<PAGE>
This Amendment No. 1 to Form S-3 Registration Statement is being filed by
Casella Waste Systems, Inc. to include a delaying amendment on page one.
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 27, 1999
REGISTRATION NO. 333-85279
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Title of Shares to be Amount to be Proposed Proposed Amount of
registered Registered Maximum Price Per Maximum Registration Fee
Share (1) Aggregate Offering
Price (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 303,598 shares $24.50 $7,438,151 $2,068
Stock, $.01 par
value per share
</TABLE>
(1) Estimated solely for the purpose of determining the registration
fee, in accordance with Rule 457 under the Securities Act of 1933, based upon
the average of the reported high and low sales prices of the Common Stock on the
NASDAQ National Market as of August 9, 1999.
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
303,598 SHARES
CASELLA WASTE SYSTEMS, INC.
CLASS A COMMON STOCK
In July 1999, we issued an aggregate of 303,598 shares of the Company's
Class A Common Stock in connection with our acquisition of ReSource Waste
Systems, Inc., ReSource Transfer Services, Inc. and ReSource Recovery of Cape
Cod, Inc. (collectively, the "ReSource Entities"). This prospectus relates to
the public offering, which will not be underwritten, of the shares held by the
former stockholders of the ReSource Entities as a result of the acquisition.
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 August 16, 1999.
2
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Where You Can Find
More Information ........................................4
The Company..............................................5
Risk Factors.............................................5
Plan of Distribution.....................................6
Selling Shareholders.....................................8
Legal Matters............................................8
Experts..................................................8
</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.
3
<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,
(ii) the Current Report on Form 8-K filed on May 13, 1999, and
(iii) 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.
4
<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 within 30 days following the earlier of the closing
of the merger or October 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. In the event that it is unable to obtain a sufficient credit facility,
the Company would be required to repay its current credit facility. 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
affect 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
5
<PAGE>
Stock and/or seller financing. There can be no assurance that the Company will
have sufficient existing capital resources or 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 303,598 shares (the "Shares") on behalf of
certain selling shareholders. All of the shares were originally issued by us in
connection with our acquisition of the ReSource Entities. 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:
o 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,
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
o an over-the-counter distribution in accordance with the rules
of the Nasdaq National Market,
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
o 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.
6
<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:
o the name of each such Selling Shareholder and of the
participating broker-dealer(s),
o the number of shares involved,
o the price at which such shares were sold,
o the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus, and
o 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.
7
<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
Shares of Hereby (1)
Class A
Common
Stock
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Elmo J. Baldassari 75,900 * 75,900
- -----------------------------------------------------------------------------------------------------
Joseph J. Lombardi 75,900 * 75,900
- -----------------------------------------------------------------------------------------------------
Paul M. Verrochi 151,798 1.0 151,798
- -----------------------------------------------------------------------------------------------------
Total 303,598 303,598
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also shall cover any additional shares of 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 common stock.
*Less than one percent based on shares of Class A Common Stock outstanding as of
July 15, 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.
8
<PAGE>
CASELLA WASTE SYSTEMS, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
August 27, 1999
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<S> <C>
SEC Registration Fee .............................. $2,068
Accounting Fees and Expenses ...................... 1,000
Legal Fees and Expense ............................ 2,500
Transfer Agent Fees ............................... 0
Printing Fees ..................................... 1,000
Miscellaneous Expenses ............................ 932
Total ............................................. $7,500
</TABLE>
------
------ All fees are estimates
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 Fifth 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.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS
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-3 of this
registration statement)
</TABLE>
* filed previously
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 27th day of August, 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 27th day of August, 1999.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ John W. Casella President, Chief Executive August 27, 1999
- ------------------------------------- Officer and Chairman
John W. Casella (Principal Executive Officer)
* Senior Vice President and August 27, 1999
- ------------------------------------- Chief Operating Officer,
James W. Bohlig Director
* Senior Vice President and August 27, 1999
- ------------------------------------- Chief Financial Officer
Jerry S. Cifor (Principal Accounting and
Financial Officer)
* Director August 27, 1999
- -------------------------------------
Douglas R. Casella
* Director August 27, 1999
- -------------------------------------
John F. Chapple III
* Director August 27, 1999
- -------------------------------------
Gregory B. Peters
</TABLE>
* Signed by John W. Casella as attorney-in-fact
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
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>
* filed previously
II-5
