<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1999
Registration No. 33-89664
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)
1986 STOCK OPTION PLAN OF KTI, INC.
CONVERGENT SOLUTIONS, INC. 1989 STOCK OPTION PLAN
NON-PLAN OPTIONS TO ACQUIRE SHARES OF KTI, INC. COMMON STOCK
(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. 33-89664 (the "Registration Statement"),
for the sale of 1,173,397 shares of Common Stock, no par value (the "Common
Stock") of the Company under the 1986 Stock Option Plan of KTI, Inc., the
Convergent Solutions, Inc. 1989 Stock Option Plan, and certain Non-Plan Options
to Acquire Shares of KTI, Inc. Common Stock (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 Plans and the Plans were 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 Convergent Solutions, Inc. 1989 Stock Option Plan, constituting 8,749
shares, and under the Non-Plan Options to Acquire Shares of KTI, Inc. Common
Stock, constituting 447,250 shares. All shares issuable under the 1986 Stock
Option Plan of KTI, Inc. were sold.
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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
