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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): AUGUST 11, 2000
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CASELLA WASTE SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-23211 03-0338873
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(Commission File Number) (I.R.S. Employer Identification No.)
25 Greens Hill Lane, P.O. Box 866
Rutland, Vermont 05701
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(Address of Principal Executive Offices) (Zip Code)
(802) 775-0325
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 11, 2000, Casella Waste Systems, Inc. (the "Company") completed the
sale of 55,750 shares of its Series A Convertible Preferred Stock ("the "Series
A Preferred Stock") for approximately $55.8 million. The Company sold the Series
A Preferred Stock pursuant to that certain Preferred Stock Purchase Agreement,
dated as of June 28, 2000, by and among the Company and the Purchasers
identified therein (the "Agreement").
Each share of Series A Preferred Stock issued in the transaction is convertible,
at any time and from time to time, into shares of the Company's Class A Common
Stock, at an initial conversion price of $14 per share. The conversion price is
subject to adjustment if the Company (i) subdivides its common stock by
effecting a stock split or stock dividend, or (ii) subject to certain
exceptions, issues or sells additional shares of common stock or securities
convertible into common stock for less than $14 per share. The Series A
Preferred Stock accrues preferential dividends daily and on a cumulative basis
at an annual rate of five percent (5%) of its liquidation value, as defined in
the Agreement, payable quarterly in arrears in additional shares of Series A
Preferred Stock through August 11, 2003 and thereafter, at the option of the
Company, in either cash or additional shares of Series A Preferred Stock. At any
time on or after the occurrence of a change of control and for a period of 30
days thereafter, holders of Series A Preferred Stock will have the right to
require the Company to redeem all or a portion of their stock at a redemption
price equal to its liquidation value. All outstanding shares of Series A
Preferred Stock are subject to mandatory redemption by the Company on August 11,
2007 pursuant to the terms of the Agreement.
The Purchasers are entitled to nominate one person who shall be included among
the Company's nominees for election to the Board of Directors as the Purchaser
Director for so long as they hold at least 20% of the Class A Common Stock
issued or issuable upon conversion of the Preferred Shares (the "Underlying
Common Stock") and, so long as they own at least 20% of the Preferred Shares,
the Purchasers shall have the right to designate one person to serve as
Purchaser Observer. The holders of the Preferred Shares also are entitled to
vote, as a class, with holders of common stock on each matter submitted to a
vote of the Company's stockholders. Each share of Series A Convertible Preferred
Stock has a number of votes equal to the number of shares of Class A Common
Stock issuable upon conversion of a share of Series A Convertible Preferred
Stock.
Pursuant to the terms of the Agreement, the Company filed a Certificate of
Designation with the Secretary of State of Delaware, creating the Series A
Convertible Preferred Stock. This Current Report on Form 8-K is being filed for
the purpose of filing as exhibits the Agreement, the Certificate of Designation,
a Registration Rights Agreement, dated August 11, 2000, by and among the Company
and the Purchasers, the Second Amended and Restated By-Laws of the Company, as
amended to date, and certain amendments to that Amended and Restated Revolving
Credit and Term Loan Agreement, dated January 12, 1998, between the Company and
Fleet National Bank (f/k/a BankBoston, N.A.). A copy of the Registrant's press
release announcing the sale of the Series A Preferred Stock is attached as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS.
3.1 Second Amended and Restated By-laws of the Company, as amended
to date.
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4.1 Certificate of Designation creating Series A Convertible
Preferred Stock.
10.1 Preferred Stock Purchase Agreement, dated as of June 28,
2000, by and among the Company and the Purchasers identified
therein.
10.2 Registration Rights Agreement, dated as of August 11, 2000,
by and among the Company and the Purchasers identified
therein.
10.3 First Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement, dated December 14, 1999, between the
Company and Fleet National Bank (f/k/a BankBoston, N.A.).
10.4 Second Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement and Consent, dated December 14, 1999,
between the Company and Fleet National Bank
(f/k/a BankBoston, N.A.).
10.5 Third Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement and Consent, dated December 14, 1999,
between the Company and Fleet National Bank
(f/k/a BankBoston, N.A.).
10.6 Fourth Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement and Consent, dated December 14, 1999,
between the Company and Fleet National Bank
(f/k/a BankBoston, N.A.).
99.1 Press Release regarding Sale of Series A Preferred Stock of
the Company dated August 16, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 18, 2000 CASELLA WASTE SYSTEMS, INC.
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(Registrant)
By: /s/ John W. Casella
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John W. Casella
President and Secretary
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EXHIBIT INDEX
Exhibit
Number DESCRIPTION
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3.1 Second Amended and Restated By-laws of the Company, as amended to
date.
4.1 Certificate of Designation creating Series A Convertible Preferred
Stock.
10.1 Preferred Stock Purchase Agreement, dated as of June 28, 2000, by and
among the Company and the Purchasers identified therein.
10.2 Registration Rights Agreement, dated as of August 11, 2000, by and
among the Company and the Purchasers identified therein.
10.3 First Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement, dated December 14, 1999, between the Company and Fleet
National Bank (f/k/a BankBoston, N.A.).
10.4 Second Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement and Consent, dated December 14, 1999, between the
Company and Fleet National Bank (f/k/a BankBoston, N.A.).
10.5 Third Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement and Consent, dated December 14, 1999, between the
Company and Fleet National Bank (f/k/a BankBoston, N.A.).
10.6 Fourth Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement and Consent, dated December 14, 1999, between the
Company and Fleet National Bank (f/k/a BankBoston, N.A.).
99.1 Press Release regarding Sale of Series A Preferred Stock of the
Company dated August 16, 2000.
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