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As filed with the Securities and Exchange Commission on December 29, 1999
Registration No. 33-89666
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KTI, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2665282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
25 Greens Hill Lane
Rutland, Vermont 05701
(Address of Principal Executive Offices, Zip Code)
KTI, INC. 1994 LONG-TERM INCENTIVE AWARD PLAN
KTI, INC. 1994 DATAFOCUS INCORPORATED LONG-TERM INCENTIVE AWARD PLAN
(Full title of the plans)
John W. Casella
President and Chief Executive Officer
KTI, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
(Name and address of agent for service)
(802) 775-0325
(Telephone number,
including area code,
of agent for service)
Copy to:
Jeffrey A. Stein, Esq.
Hale and Dorr LLP
60 State Street
Boston, MA 02109
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DEREGISTRATION OF COMMON STOCK
On February 22, 1995, KTI, Inc. (the "Company") filed a Registration
Statement on Form S-8, Registration No. 33-89666 (the "Registration
Statement"), for the sale of 1,400,000 shares of Common Stock, no par value
(the "Common Stock") of the Company under the KTI, Inc. 1994 Long-Term
Incentive Award Plan, and the KTI, Inc. 1994 Datafocus Incorporated Long-Term
Incentive Award Plan (the "Plans"). On December 8, 1999, the shareholders of
the Company approved and adopted an Agreement and Plan of Merger, dated as of
January 12, 1999 (the "Agreement"), as amended as of May 12, 1999, September
9, 1999 and September 23, 1999 by and among the Company, Casella Waste
Systems, Inc. ("Casella") and Rutland Acquisition Sub, Inc., a wholly-owned
subsidiary of Casella, and on December 14, 1999, Rutland Acquisition Sub,
Inc. merged with and into the Company and the Company became a wholly-owned
subsidiary of Casella. Pursuant to the Agreement, Casella assumed the
obligations of the Company under the Plan and the Plan was terminated. This
Post-Effective Amendment No. 1 to the Registration Statement is being filed
to deregister all of the unsold shares of Common Stock formerly issuable
under the Plans and registered under the Registration Statement, constituting
1,400,000 shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rutland, Vermont on the 29th day of December,
1999.
KTI, INC.
By: /s/ John W. Casella
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John W. Casella
President, Director and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ John W. Casella President, Director and December 29, 1999
- ----------------------- Chief Executive Officer
John W. Casella
/s/ James W. Bohlig Director December 29, 1999
- -----------------------
James W. Bohlig
/s/ Douglas R. Casella Director December 29, 1999
- -----------------------
Douglas R. Casella
/s/ Martin J. Sergi Director December 29, 1999
- -----------------------
Martin J. Sergi
