<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 17, 2000
REGISTRATION NO. 333-44507
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
KTI, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY
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(State or other Jurisdiction of Incorporation or Organization)
22-2665282
---------------------------------------
(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 and Chief Executive Officer
KTI, 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
---------------------------------------------------------
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 January 20, 1998, KTI, Inc. (the "Company") filed a Registration
Statement on Form S-3, Registration No. 333-44507 (the "Registration
Statement"), as amended as of February 4, 1998, for the resale of 2,453,237
shares of Common Stock, no par value (the "Common Stock") of the Company. 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"),
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,
shareholders of the Company received 0.51 of a share of Casella Class A Common
Stock for each share of Common Stock that they owned. This Post-Effective
Amendment No. 2 to the Registration Statement is being filed to deregister all
of the unsold shares of Common Stock formerly registered for resale under the
Registration Statement, constituting 630,762 shares.
<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. 2 to Form S-3 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rutland, Vermont, as of this 17th day of February, 2000.
KTI, INC.
(Registrant)
By: /s/ John W. Casella
---------------------------
John W. Casella
President, Director and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement on Form S-3 has been
signed below by the following persons in the capacities indicated on this
17th day of February, 2000.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John W. Casella President, Director and February 17, 2000
- ------------------------------- Chief Executive Officer
John W. Casella (Principal Executive Officer)
/s/ James W. Bohlig Director February 17, 2000
- -------------------------------
James W. Bohlig
/s/ Douglas R. Casella Director February 17, 2000
- -------------------------------
Douglas R. Casella
/s/ Martin J. Sergi Director February 17, 2000
- -------------------------------
Martin J. Sergi
</TABLE>
