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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 1, 2000
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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)
DELAWARE
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(State or other Jurisdiction of Incorporation or Organization)
03-0338873
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(I.R.S. Employer Identification Number)
25 Greens Hill Lane, Rutland, Vermont 05701
(802) 775-0325
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
John W. Casella
President, Chief Executive Officer and Secretary
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
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(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
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Approximate date of commencement of proposed sale to the public: from time
to time after this Registration Statement becomes effective.
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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
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<S> <C> <C> <C> <C>
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)
Class A Common 65,256 shares $15.53125 $1,013,507 $267.57
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 Class A Common Stock on
the NASDAQ National Market as of January 28, 2000.
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.
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PROSPECTUS
65,256 Shares
CASELLA WASTE SYSTEMS, INC.
CLASS A COMMON STOCK
In June 1999, we issued or committed to issue an aggregate of 65,256 shares
of the Company's Class A Common Stock in connection with our acquisition of
Corning Community Disposal Service, Inc. ("Corning Community"). This prospectus
relates to the public offering, which will not be underwritten, of the shares
held by the former stockholders of Corning Community 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".
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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 February 1, 2000.
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TABLE OF CONTENTS PAGE
Where You Can Find
More Information .....................................2
The Company...........................................3
Risk Factors..........................................3
Plan of Distribution..................................8
Selling Shareholders.................................10
Legal Matters........................................10
Experts..............................................10
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, September 29, 1999 and December 22, 1999, and
(iii) the Quarterly Report on Form 10-Q for the fiscal quarters ended
July 31, 1999 and October 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
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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.
WE MAY EXPERIENCE DIFFICULTIES INTEGRATING KTI'S OPERATIONS AND ASSETS.
We merged with KTI, Inc. on December 14, 1999. There can be no assurance
that management will be able to integrate KTI's operations effectively and that
the merger will result in the synergies and other benefits anticipated by the
two companies.
OUR INCREASED LEVERAGE MAY IMPACT OUR ABILITY TO MAKE FUTURE ACQUISITIONS.
As a result of the merger with KTI and the increase in its credit facility,
the Company's indebtedness has increased substantially. This increased
indebtedness may limit the Company's ability to incur additional indebtedness,
and thereby limit the Company's ongoing acquisition program.
OUR CONTINUED GROWTH MAY PLACE A STRAIN ON OUR RESOURCES.
Our objective is to continue to grow by expanding our services in markets
where we 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 our management and operational, financial and other
resources.
WE HAVE INCURRED OPERATING LOSSES IN THE PAST AND MAY DO SO IN THE FUTURE.
We have incurred net losses in the past. There can be no assurance that we
will be profitable in the future.
WE MAY NOT BE SUCCESSFUL IN MAKING ACQUISITIONS, WHICH COULD AFFECT OUR
FUTURE GROWTH.
Our strategy envisions that a substantial part of our future growth will
come from making acquisitions consistent with our strategy. There can be no
assurance that we 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 us, or to integrate the operations of such
acquired businesses with our operations. Certain of these acquisitions may be of
significant size and may include assets that are outside our geographic
territories or are ancillary to our core business strategy.
WE ARE DEPENDENT ON THE MEMBERS OF OUR SENIOR MANAGEMENT TEAM.
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We are highly dependent upon the services of the members of our senior
management team, the loss of any of whom may have a material adverse effect on
our business, financial condition and results of operations. In addition, our
future success depends on our continuing ability to identify, hire, train,
motivate and retain highly trained personnel. We may be in default under our
credit facility if either John Casella or James Bohlig ceases to be employed
by us.
OUR ABILITY TO MAKE ACQUISITIONS IS DEPENDENT ON THE AVAILABILITY OF
ADEQUATE CASH AND THE ATTRACTIVENESS OF OUR STOCK PRICE.
We anticipate that any future business acquisitions will be financed
through cash from operations, borrowings under our bank line of credit, the
issuance of shares of our Class A Common Stock and/or seller financing. There
can be no assurance that we will have sufficient existing capital resources,
that our stock price will be sufficiently attractive for use in an acquisition
or that we will be able to raise sufficient additional capital resources on
terms satisfactory to us, if at all, in order to meet our capital requirements.
We also believe that a significant factor in our ability to close
acquisitions will be the attractiveness of our Class A common stock as
consideration for potential acquisition candidates. This attractiveness may, in
large part, be dependent upon the relative market price and capital appreciation
prospects of our Class A common stock compared to the equity securities of our
competitors. If the market price of our Class A common stock were to decline,
our acquisition program could be materially adversely affected.
OUR GROWTH RATE MAY BE ADVERSELY AFFECTED IF WE ARE NOT ABLE TO CONTINUE TO
IMPLEMENT OUR ACQUISITION STRATEGY
Our failure to implement successfully our acquisition strategy would limit
our growth potential. We may not be able to implement our acquisition strategy,
on which our future growth is substantially based, due to the consolidation and
integration activity in the solid waste industry in recent years, as well as the
difficulties and expenses relating to the development and permitting of solid
waste landfills and transfer stations. These factors may result in fewer
acquisition opportunities for us as well as less advantageous acquisition terms,
including increased purchase prices. In addition, it may be difficult initially
to integrate the operations of any acquired businesses with our business.
ENVIRONMENTAL REGULATIONS COULD SUBJECT US TO FINES, PENALTIES AND
LIMITATIONS ON OUR ABILITY TO EXPAND
We will be subject to potential liability and restrictions under
environmental laws. The waste-to-energy and manufacturing facilities are subject
to regulations limiting discharges of pollution into the air and water, and the
solid waste operations are subject to a wide range of federal, state and, in
some cases, local environmental and land use restrictions. If we are not able to
comply with the requirements that apply to a particular facility, we could be
subject to fines and penalties, and we may be required to spend large amounts to
bring an operation into compliance or to temporarily or permanently stop an
operation that is not permitted under the law. Those costs or actions could have
a material adverse effect upon our business, financial condition and results of
operations.
Environmental and land use laws also can have an impact on whether our
operations can expand and, in the case of our solid waste operations, may
dictate those geographic areas from which we must, or, from which we may not,
accept waste. The waste management industry has been and likely will continue to
be subject to regulation, as well as to attempts to regulate the industry
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through new legislation. Those regulations and laws also may limit the overall
size and daily waste volume that may be accepted by a solid waste operation. If
we are not able to expand or otherwise operate one or more of our facilities
profitably because of limits imposed under environmental laws, we may be
required to increase our utilization of disposal facilities owned by third
parties, and if so, our business, financial condition and results of operation
could suffer a material adverse effect.
We have grown through acquisitions, and we have tried to evaluate and
address environmental risks and liabilities presented by newly acquired
businesses as they have identified them. It is possible that some liabilities,
including ones that may exist only because of the past operations of an acquired
business, may prove to be more difficult or costly to address than we
anticipate. It is also possible that government officials responsible for
enforcing environmental laws may believe an issue is more serious than we would
expect, or that we will fail to identify or fully appreciate a historic
liability before we become legally responsible to address it. Some of the legal
sanctions to which we could become subject could cause us to lose a needed
permit, or prevent us from or delay us in obtaining or renewing permits to
operate our facilities. The number, size and nature of those liabilities could
have a material adverse effect on our business, financial conditions and results
of operations.
Our operating program depends on our ability to operate and expand the
landfills we own and lease and to develop new landfill sites. Several of our
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 our landfills are located will not have a
material adverse effect on our utilization of our landfills or that we will be
successful in obtaining new landfill sites or expanding the permitted capacity
of any of our current landfills once their remaining disposal capacity has been
consumed.
OUR RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED BY CHANGING PRICES OR
MARKET REQUIREMENTS FOR RECYCLABLE MATERIALS
Our results of operations may be materially adversely affected by changing
purchase or resale prices or market requirements for recyclable materials. Our
recycling business involves the purchase and sale of recyclable materials, some
of which are priced on a commodity basis. The resale and purchase prices of, and
market demand for, recyclable materials, particularly wastepaper, plastic and
ferrous and aluminum metals, can be volatile due to numerous factors beyond our
control. These changes have in the past contributed, and may continue to
contribute, to significant variability in our period-to-period results of
operations.
Some of our subsidiaries involved in the recycling business use long-term
supply contracts with customers with floor price arrangements to minimize the
commodity risk for recyclable materials, particularly wastepaper and aluminum
metals. Under these contracts, our subsidiaries obtain a guaranteed minimum
floor price for the recyclable materials along with a commitment to receive
additional amounts if the current market price rises above the minimum price.
These contracts are generally with large domestic companies which use the
recyclable materials in their manufacturing processes. Any failure to continue
to secure long-term supply contracts with minimum price arrangements, or a
breach by customers of one or more of these contracts could reduce our recycling
revenues and have a material adverse effect on our business, financial condition
and results of operations.
THE SEASONALITY OF OUR REVENUES COULD ADVERSELY IMPACT OUR FINANCIAL
CONDITION
Future seasonal fluctuations in our revenues could have a material adverse
effect on our business, financial condition and results of operations. Our
revenues have historically been lower during the months of November through
March. This seasonality reflects the lower volume of solid waste during the late
fall, winter and early spring months resulting primarily from:
- the volume of solid waste relating to construction and demolition
activities decreasing substantially during the winter months in the
northeastern United States; and
- decreased tourism in Vermont, Maine and eastern New York during the winter
months, which tends to lower the volume of solid waste generated by
commercial and restaurant customers, which is only partially offset by the
winter ski industry.
Since some of our operating and fixed costs remain constant throughout the
fiscal year, our operating income is seasonally impacted. In addition,
particularly harsh weather conditions could result in increased operating costs
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for some of our operations.
OUR BUSINESS IS GEOGRAPHICALLY CONCENTRATED AND IS THEREFORE SUBJECT TO
REGIONAL ECONOMIC DOWNTURNS
Our operations and customers are principally located in the eastern United
States. Therefore, our business, financial condition and results of operations
are susceptible to regional economic downturns and other regional factors,
including state regulations and severe weather conditions. In addition, as we
expand in our existing markets, opportunities for growth within these regions
will become more limited. The costs and time involved in permitting and the
scarcity of available landfills will make it difficult for us to expand
vertically in these markets. We cannot assure you that we will complete enough
acquisitions in other markets to lessen our regional geographic concentration.
WE MAY NOT BE ABLE TO EFFECTIVELY COMPETE IN THE HIGHLY COMPETITIVE SOLID
WASTE SERVICES INDUSTRY
The solid waste services industry is highly competitive, is undergoing a
period of increasingly rapid consolidation, and requires substantial labor and
capital resources. Some of the markets in which we compete or will likely
compete are served by one or more of the large national or multinational solid
waste companies, as well as numerous regional and local solid waste companies.
Intense competition exists not only to provide services to customers but also to
acquire other businesses within each market. Some of our competitors have
significantly greater financial and other resources than us. From time to time,
competitors may reduce the price of their services in an effort to expand market
share or to win a competitively bid municipal contract. These practices may
either require us to reduce the pricing of our services or result in our loss of
business. As is generally the case in the industry, municipal contracts are
subject to periodic competitive bidding. There can be no assurance that we will
be the successful bidder to obtain or retain these contracts. If we are unable
to compete with larger and better capitalized companies, or to replace municipal
contracts lost through the competitive bidding process with comparable contracts
or other revenue sources within a reasonable time period, our business,
financial condition and results of operations could be materially adversely
affected.
In our solid waste disposal markets, we also compete with operators of
alternative disposal and recycling facilities and with counties, municipalities
and solid waste districts that maintain their own waste collection, recycling
and disposal operations. These entities may have financial advantages because
user fees or similar charges, tax revenues and tax-exempt financing may be more
available to them than to us.
Our insulation manufacturing operations compete primarily with large
manufacturers of fiberglass insulation, including Owens Corning, Certainteed and
Johns Mansville Corp. and with Louisiana Pacific Corporation, a manufacturer of
cellulose insulation. These companies have substantially greater resources than
we do, which they could use for product development, marketing or other purposes
to our detriment.
ONE OF OUR SUBSIDIARIES SELLS ITS ENTIRE OUTPUT TO A FEW CUSTOMERS AND
LACKS THE CAPACITY TO MEET ALL OF ITS COMMITMENTS
One of our subsidiaries operates three steam generating plants, one of which
produces steam for a facility owned by E. I. du Pont de Nemours and Company
under a five-year contract expiring on May 30, 2003. Du Pont has significantly
reduced operations at this facility, and has the option to terminate the
contract upon payment of a termination fee. The second plant produces steam for
an industrial park. Approximately 85% of the steam produced by the plant is
purchased by one customer under a contract that may not be terminated by the
customer except for cause, and the balance is sold to ten customers under
contracts which provide that our subsidiary may elect not to supply steam.
Currently, maximum contracted capacity for all customers for steam exceeds the
maximum rated capacity that may be produced by this plant. Actual demand,
however, has not exceeded the maximum rated capacity. If actual demand grows,
the plant may need to install equipment to respond to peak demands, as well as
equipment which may be necessary to allow
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the plant to meet stricter air quality standards, which may be adopted in the
near future. The cost of this air quality equipment, not including the equipment
necessary to respond to peak demands, is expected to be approximately $1.2
million. A third steam generating plant operated by a subsidiary of our
subsidiary sells all of its output to one customer under a contract that
provides the customer the option to terminate the contract upon payment of a
termination fee of approximately $250,000. The termination of the contract with
Du Pont or any of the significant customers who purchase steam from our
subsidiary or its subsidiary could have a material adverse effect on our
business, financial condition and results of operations.
OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION MAY BE NEGATIVELY AFFECTED
IF WE INADEQUATELY ACCRUE FOR CLOSURE AND POST-CLOSURE COSTS
We have material financial obligations relating to closure and post-closure
costs of our existing landfills and will have material financial obligations
with respect to any disposal facilities which we may own or operate in the
future. In addition to the landfills we currently operate, we own four unlined
landfills which are not currently in operation. We have provided and will in the
future provide accruals for financial obligations relating to closure and
post-closure costs of its owned or operated landfills, generally for a term of
30 years after final closure of a landfill. We cannot assure you that our
financial obligations for closure or post-closure costs will not exceed the
amount accrued and reserved or amounts otherwise receivable pursuant to trust
funds established for this purpose. Such a circumstance could result in
unanticipated charges and have a material adverse effect on our business,
financial condition and results of operations.
WE COULD BE PRECLUDED FROM ENTERING INTO CONTRACTS OR OBTAINING PERMITS IF
WE ARE UNABLE TO OBTAIN THIRD PARTY FINANCIAL ASSURANCE TO SECURE OUR
CONTRACTUAL OBLIGATIONS
Municipal solid waste collection and recycling contracts, obligations
associated with landfill closure and the operation and closure of
waste-to-energy facilities may require performance or surety bonds, letters of
credit or other means of financial assurance to secure our contractual
performance. If we are unable to obtain the necessary financial assurance in
sufficient amounts or at acceptable rates, we could be precluded from entering
into additional municipal solid waste collection contracts or from obtaining or
retaining landfill operating permits. Any future difficulty in obtaining
insurance could also impair our ability to secure future contracts conditioned
upon the contractor having adequate insurance coverage. Accordingly, our failure
to obtain financial assurance bonds, letters of credit or other means of
financial assurance or to maintain adequate insurance could have a material
adverse effect on our business, financial condition and results of operations.
WE MAY BE REQUIRED TO WRITE-OFF CAPITALIZED CHARGES IN THE FUTURE, WHICH
COULD ADVERSELY AFFECT OUR EARNINGS
Any charge against earnings could have a material adverse effect on our
earnings and the market price of our Class A common stock. In accordance with
generally accepted accounting principles, we capitalize certain expenditures and
advances relating to our acquisitions, pending acquisitions, landfills and
development projects. From time to time in future periods, we may be required to
incur a charge against earnings in an amount equal to any unamortized
capitalized expenditures and advances, net of any portion thereof that we
estimate will be recoverable, through sale or otherwise, relating to (a) any
operation that is permanently shut down or has not generated or is not expected
to generate sufficient cash flow, (b) any pending acquisition that is not
consummated and (c) any landfill or development project that is not expected to
be successfully completed. We have incurred such charges in the past.
OUR CLASS B COMMON STOCK HAS TEN VOTES PER SHARE AND IS HELD
EXCLUSIVELY BY JOHN W. CASELLA AND DOUGLAS R. CASELLA
The holders of our Class B common stock are entitled to ten votes per share
and the holders of our Class A common stock are entitled to one vote per share.
At September 1, 1999, an aggregate of 988,200 shares of our
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Class B common stock, representing 9,882,000 votes, were outstanding, all of
which were beneficially owned by John W. Casella, our president and chief
executive officer, or by his brother, Douglas R. Casella, a director. Based
on the number of shares of common stock outstanding at September 1, 1999, the
shares of our Class A common stock and Class B common stock held by John W.
Casella and Douglas R. Casella represent approximately 35.4% of the aggregate
voting power of our stockholders. Consequently, John W. Casella and Douglas
R. Casella will be able to substantially influence all matters for
stockholder consideration.
PLAN OF DISTRIBUTION
We are registering 65,256 shares (the "Shares") on behalf of certain
selling shareholders. All of the Shares were originally issued by us in
connection with our acquisition of Corning Community. 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 us
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.
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
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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.
-9-
<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>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Selling Shareholder Number of Shares Percent of Number of Shares
Beneficially Owned Outstanding Registered for Sale
as of January 31, 2000 Shares of Hereby (1)
Class A
Common
Stock
- ----------------------------------------------------------------------------------------------------------------
Daniel Clark 32,629 * 32,629
- ----------------------------------------------------------------------------------------------------------------
Douglas Clark 32,627 * 32,627
- ----------------------------------------------------------------------------------------------------------------
Total 65,256 65,256
- ----------------------------------------------------------------------------------------------------------------
</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
January 31, 2000.
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.
-10-
<PAGE>
CASELLA WASTE SYSTEMS, INC.
COMMON STOCK
----------------------
PROSPECTUS
----------------------
February 1, 2000
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee .................................... $ 500
Accounting Fees and Expenses ............................ 1,000
Legal Fees and Expense .................................. 2,500
Transfer Agent Fees ..................................... 0
Printing Fees ........................................... 1,000
Miscellaneous Expenses .................................. 900
Total ................................................... $5,900
- ------------ All fees are estimates
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law statute permits a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit, or proceeding if he 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, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
In the case of an action by or in the right of the corporation, Section 145
permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which the action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to be indemnified for
such expenses which the Court of Chancery or such other court shall deem proper.
To the extent that a director, officer, employee, or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding two paragraphs, Section 145 requires
that he be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.
Section 145 provides that expenses, including attorneys' fees, incurred by
an officer or director in defending any civil, criminal, administrative, or
investigative action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of the action, suit, or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in Section 145.
<PAGE>
Article Sixth of Casella's Amended and Restated Certificate of
Incorporation eliminates the personal liability of the directors of Casella to
Casella or its stockholders for monetary damages for breach of fiduciary duty as
directors, with certain exceptions, and Article Seventh requires indemnification
of directors and officers of Casella, and for advancement of litigation expenses
to the fullest extent permitted by Section 145.
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-4 of this registration
statement)
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rutland, Vermont, as of this 1st day of February,
2000.
CASELLA WASTE SYSTEMS, INC.
(Registrant)
By: /s/ JOHN W. CASELLA
----------------------------------
John W. Casella
President, Chief Executive Officer and Secretary
II-3
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John W. Casella, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-3 has been signed below by the following persons in the
capacities indicated on this 1st day of February, 2000.
Name Title Date
---- ----- ----
/s/ John W. Casella President, Chief Executive February 1, 2000
- ------------------------------- Officer and Director
John W. Casella (Principal Executive Officer)
/s/ James W. Bohlig Senior Vice President, February 1, 2000
- ------------------------------- Chief Operating Officer and
James W. Bohlig Director
/s/ Jerry S. Cifor Senior Vice President and February 1, 2000
- ------------------------------- Chief Financial Officer
Jerry S. Cifor (Principal Accounting and
Financial Officer)
/s/ Douglas R. Casella Director February 1, 2000
- -------------------------------
Douglas R. Casella
/s/ John F. Chapple III Director February 1, 2000
- -------------------------------
John F. Chapple III
/s/ Gregory B. Peters Director February 1, 2000
- -------------------------------
Gregory B. Peters
II-4
<PAGE>
EXHIBIT INDEX
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-4 of this registration
statement)
II-5
<PAGE>
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 - fax 617-526-5000
EXHIBIT 5.1
February 1, 2000
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an aggregate
of 65,256 shares of Class A Common Stock, $.01 par value per share (the
"Shares"), of Casella Waste Systems, Inc., a Delaware corporation (the
"Company"), issued to certain selling stockholders of Corning Community Disposal
Service, Inc. (the "Selling Stockholders"). All of the Shares are being
registered on behalf of the Selling Stockholders.
We are acting as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, the Certificate of
Incorporation and By-Laws of the Company, each as restated and/or amended to
date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer
and sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the Delaware General Corporation Law statute and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
<PAGE>
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
-------------------------------------
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.1
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 July 1, 1999 included in Casella Waste Systems, Inc.'s Form S-4
registration statement (Form 333-90913) 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
January 28, 2000
