<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 19, 2000
REGISTRATION NO. 333-31268
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3
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 and Chief Executive Officer
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: N/A
<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. / /
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. / /
<PAGE>
DEREGISTRATION OF COMMON STOCK
On February 28, 2000, Casella Waste Systems, Inc. (the "Company") filed a
Registration Statement on Form S-3, Registration No. 333-31268 (the
"Registration Statement"), for the resale of 919,953 shares of Class A Common
Stock, $.01 par value per share (the "Common Stock") of the Company. The Company
had issued or committed to issue such shares of Common Stock to certain persons
in exchange for their ownership interests in Alternate Energy, Inc. ("AEI") and
Rochester Environmental Park, LLC ("REP") pursuant to an Agreement dated as of
December 30, 1999, and amended as of February 3, 2000, by and among the Company,
AEI, REP and Robert S. Gundersen (the "Agreement"). The Agreement was
subsequently amended by an agreement dated as of April 21, 2000 by and among the
Company, Robert S. Gundersen and the other persons named on the signature pages
thereto (the "April Agreement"). Pursuant to the April Agreement, the Company is
no longer required to register the shares originally issued as described above.
This Post-Effective Amendment No. 1 to the Registration Statement is being filed
to deregister all of the shares of Common Stock formerly registered for resale
under the Registration Statement.
<PAGE>
SIGNATURES
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 Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Rutland, Vermont,
as of this 19th day of July, 2000.
CASELLA WASTE SYSTEMS, INC.
(Registrant)
By: /s/ John W. Casella
---------------------------
John W. Casella
President, Director and
Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 has been signed below by
the following persons in the capacities indicated on this 19th day of July,
2000.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John W. Casella President, Chief Executive July 19, 2000
----------------------------- Officer and Director
John W. Casella (Principal Executive Officer)
* Senior Vice President, July 19, 2000
----------------------------- Chief Operating Officer and
James W. Bohlig Director
* Senior Vice President and July 19, 2000
----------------------------- Chief Financial Officer
Jerry S. Cifor (Principal Accounting and
Financial Officer)
* Chairman of the July 19, 2000
----------------------------- Board of Directors
Ross Pirasteh
* Director July 19, 2000
-----------------------------
Douglas R. Casella
* Director July 19, 2000
-----------------------------
John F. Chapple III
* Director July 19, 2000
-----------------------------
Gregory B. Peters
* Director July 19, 2000
-----------------------------
George J. Mitchell
* Director July 19, 2000
-----------------------------
Wilbur L. Ross, Jr.
* Director July 19, 2000
-----------------------------
Martin J. Sergi
</TABLE>
* BY: /s/ John W. Casella
-----------------------
John W. Casella
Attorney-in-Fact
