As filed with the Securities and Exchange Commission on December 14, 1999 Registration No. 333- - ------------------------------------------------------------------------------ S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Casella Waste Systems, Inc. --------------------------- (Exact name of registrant as specified in its charter) Delaware 03-0338873 - ---------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 25 Greens Hill Lane, Rutland, Vermont 05701 ------------------------------------------- (Address of principal executive offices) (Zip Code) KTI, Inc. 1994 Long-Term Incentive Award Plan ---------------------------------------------- Convergent Solutions, Inc. 1989 Stock Option Plan ------------------------------------------------- KTI, Inc. Directors Stock Option Plan ------------------------------------- Non-Plan Options to Acquire Shares of KTI, Inc. Common Stock ------------------------------------------------------------ Casella Waste Systems, Inc. Amended and Restated 1997 Stock Incentive Plan -------------------------------------------------------------------------- Casella Waste Systems, Inc. 1997 Non-Employee Director Stock Option Plan ------------------------------------------------------------------------ Casella Waste Systems, Inc. Amended and Restated 1997 Employee Stock Purchase Plan - ------------------------------------------------------------------------------ (Full title of the plans) John W. Casella President, Chief Executive Officer and Chairman Casella Waste Systems, 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) CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Securities Amount to Maximum Maximum Amount of to be be Offering Price Aggregate Registration Registered Registered Per Share Offering Price Fee - ---------- ---------- --------- -------------- ------------ KTI, INC. 1994 Long Term Incentive Award Plan Class A Common Stock (1) ($.01 par value) 12,046 shares $ 11.2039 (2) $ 134,959(2) $ 35.63 13,428 shares $ 14.8922 (2) $ 199,976(2) $ 52.79
26,733 shares $ 13.5392 (2) $ 361,946(2) $ 95.55 14,804 shares $ 15.8725 (2) $ 234,982(2) $ 62.04 12,862 shares $ 15.8725 (2) $ 204,156(2) $ 53.90 36,987 shares $ 13.0725 (2) $ 483,511(2) $ 127.65 15,299 shares $ 14.3784 (2) $ 219,975(2) $ 58.07 20,272 shares $ 13.0725 (2) $ 265,013(2) $ 69.96 268 shares $ 15.4059 (2) $ 4,125(2) $ 1.09 21,420 shares $ 16.3392 (2) $ 349,986(2) $ 92.40 15,391 shares $ 15.4059 (2) $ 237,116(2) $ 62.60 34,134 shares $ 18.1373 (2) $ 619,102(2) $ 163.44 10,224 shares $ 19.9510 (2) $ 203,988(2) $ 53.85 28,534 shares $ 18.1373 (2) $ 517,538(2) $ 136.63 802 shares $ 19.9510 (2) $ 15,995(2) $ 4.22 5,231 shares $ 19.1176 (2) $ 99,996(2) $ 26.40 2,419 shares $ 19.1176 (2) $ 46,254(2) $ 12.21 3,676 shares $ 27.2059 (2) $ 99,997(2) $ 26.40 3,468 shares $ 28.7990 (2) $ 99,875(2) $ 26.37 9,282 shares $ 28.7990 (2) $ 267,312(2) $ 70.57 9,074 shares $ 27.2059 (2) $ 246,878(2) $ 65.18 112,328 shares $ 32.5980 (2) $ 3,661,656(2) $ 966.68 3,060 shares $ 35.8578 (2) $ 109,725(2) $ 28.97 47,175 shares $ 32.5980 (2) $ 1,537,812(2) $ 405.98 2,999 shares $ 33.3333 (2) $ 99,960(2) $ 26.39 9,751 shares $ 33.3333 (2) $ 325,040(2) $ 85.81 3,060 shares $ 32.3529 (2) $ 99,000(2) $ 26.14 9,690 shares $ 32.3529 (2) $ 313,500(2) $ 82.76 5,610 shares $ 31.3725 (2) $ 176,000(2) $ 46.46 4,590 shares $ 31.3725 (2) $ 144,000(2) $ 38.02 3,185 shares $ 30.5147 (2) $ 97,188(2) $ 25.66 4,373 shares $ 30.5147 (2) $ 133,448(2) $ 35.23 3,045 shares $ 32.8431 (2) $ 99,998(2) $ 26.40 6,135 shares $ 32.8431 (2) $ 201,502(2) $ 53.20 6,375 shares $ 39.2157 (2) $ 250,000(2) $ 66.00 20,400 shares $ 39.2157 (2) $ 800,000(2) $ 211.20 15,300 shares $ 38.7255 (2) $ 592,500(2) $ 156.42 40,800 shares $ 38.7255 (2) $ 1,580,000(2) $ 417.12 41,942 shares $ 30.0245 (2) $ 1,259,300(2) $ 332.46 60,058 shares $ 30.0245 (2) $ 1,803,200(2) $ 476.04 2,488 shares $ 40.1961 (2) $ 99,999(2) $ 26.40 7,712 shares $ 40.1961 (2) $ 310,001(2) $ 81.84 194,476 shares $ 18.8906 (3) $ 3,673,773(3) $ 969.88 KTI, INC. Convergent Solutions Inc. 1989 Stock Option Plan Class A Common Stock (1) ($.01 par value) 4,462 shares $ 11.2039 (2) $ 49,992(2) $ 13.20 KTI, INC. Directors Stock Option Plan Class A Common Stock (1) ($.01 par value) 8,568 shares $ 10.7373 (2) $ 91,997(2) $ 24.29 16,065 shares $ 13.5392 (2) $ 217,508(2) $ 57.42 19,125 shares $ 17.8922 (2) $ 342,188(2) $ 90.34 15,300 shares $ 46.0784 (2) $ 705,000(2) $ 186.12
KTI, INC. Non-Plan Options to Acquire Shares of KTI, Inc. Common Stock Class A Common Stock (1) ($.01 par value) 13,388 shares $ 13.5392 (2) $ 181,256(2) $ 47.85 76,500 shares $ 17.6471 (2) $ 1,350,000(2) $ 356.40 12,750 shares $ 28.7990 (2) $ 367,188(2) $ 96.94 76,500 shares $ 32.5980 (2) $ 2,493,750(2) $ 658.35 79,050 shares $ 33.3333 (2) $ 2,635,000(2) $ 695.64 7,650 shares $ 35.2941 (2) $ 270,000(2) $ 71.28 89,250 shares $ 30.0245 (2) $ 2,679,688(2) $ 707.44 Casella Waste Systems, Inc. Amended and Restated 1997 Stock Option Plan Class A Common Stock ($.01 par value) 2,000,000 shares $ 18.8906 (3) $ 37,781,200(3) $ 9,974.24 Casella Waste Systems, Inc. 1997 Non-Employee Director Stock Option Plan Class A Common Stock ($.01 par value) 50,000 shares $ 18.8906 (3) $ 944,530(3) $ 249.36 Casella Waste Systems, Inc. Amended and Restated 1997 Employee Stock Purchase Plan Class A Common Stock ($.01 par value) 300,000 shares $ 18.8906 (3) $ 5,667,180(3) $ 1,496.14 TOTAL 3,669,515 SHARES $ 78,056,760 $ 20,606.98 - -------------------------------------------------------------------------------- (1) The number of shares of Casella Waste Systems, Inc. Class A Common Stock to be issued gives effect to the exchange ratio of 0.51 shares of Casella Waste Systems, Inc. Class A Common Stock for each share of KTI, Inc. Common Stock originally issuable under the plans registered hereby, as provided in the Agreement and Plan of Merger dated January 12, 1999, as amended as of May 12, 1999, September 8, 1999, and September 23, 1999 by and among Casella Waste Systems, Inc., Rutland Acquisition Sub, Inc., and KTI, Inc. Pursuant to Rule 416(a), this Registration Statement also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions relating to the shares covered by this Registration Statement. (2) Estimated solely for the purpose of calculating the registration fee, and based upon the exercise prices of outstanding options on the date of grant in accordance with Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"). (3) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices as reported by Nasdaq on December 7, 1999, in accordance with Securities Act Rule 457(c) and (h) of the Securities Act of 1933, as amended (the "Securities Act").
EXPLANATORY NOTE This registration statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act to register shares of the Class A Common Stock of Casella Waste Systems, Inc., a Delaware corporation (the "Registrant") issuable to eligible employees, directors, consultants and advisors under certain employee benefit plans and written compensation contracts assumed by Registrant upon the merger of Registrant's wholly owned subsidiary, Rutland Acquisition Sub, Inc., a New Jersey corporation, with and into KTI, Inc., a New Jersey corporation. These plans and contracts were previously obligations of KTI, Inc. and its subsidiaries. This registration statement also registers shares of the Class A Common Stock of the Registrant issuable under certain plans of the Registrant pursuant to amendments to those plans approved by stockholders of the Registrant at the annual meeting held on December 8, 1999.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the plans specified on the cover page of this Registration Statement, pursuant to Rule 428(b)(1) of the Securities Act. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are filed with the Commission, are incorporated in this Registration Statement by reference: (1) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or either (1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed or (2) the Registrant's effective registration statement on Form 10 or 20-F filed under the Exchange Act containing audited financial statements or the Registrant's latest fiscal year; (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (1) above. (3) The description of the Class A Common Stock, $0.01 par value per share (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A as filed with the Commission on October 15, 1997, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold, or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. -2-
Item 4. Description of Securities. -------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ------------------------------------------ The Registrant's Second Amended and Restated Certificate of Incorporation contains certain provisions permitted under the General Corporation Law of Delaware relating to the liability of directors. These provisions eliminate a director's personal liability for monetary damages for a breach of fiduciary duty, except in certain circumstances involving wrongful acts, such as the breach of a director's duty of loyalty or acts or omissions which involve intentional misconduct or a knowing violation of the law. The Registrant's Second Amended and Restated Certificate of Incorporation also contains provisions obligating the Registrant to indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of Delaware. The Registrant maintains insurance coverage insuring directors and officers of the Registrant against certain liabilities which they may incur as directors and officers of the Registrant, which may include coverage for liabilities arising under the Securities Act. Section 145 of the General Corporation Law of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. Item 7. Exemption From Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. Undertakings. ------------- 1. The Registrant hereby undertakes: (a) 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; provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (b) 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. (c) 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. 2. The 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 in the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, 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, executive officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, executive 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.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rutland, Vermont, on this 14th day of December, 1999. Casella Waste Systems, Inc. By: /s/ John W. Casella ------------------- John W. Casella President, Chief Executive Officer, Chairman of the Board of Directors and Secretary POWER OF ATTORNEY We, the undersigned officers and directors of Casella Waste Systems, Inc. hereby severally constitute and appoint John W. Casella, James W. Bohlig and Jeffrey A. Stein, and each of them singly, our true and lawful attorneys-in-fact with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Casella Waste Systems, Inc. to comply with the provisions of the Securities Act and all requirements of the Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys-in-fact, and each of them singly, to said Registration Statement and any and all amendments thereto. WITNESS our hands and common seal on the date set forth below. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of December 14, 1999. Signature Title --------- ----- /s/ John W. Casella President, Chief Executive - ------------------------------- Officer and Chairman John W. Casella (Principal Executive Officer) /s/ James W. Bohlig Senior Vice President and - ------------------------------- Chief Operating Officer, James W. Bohlig Director /s/ Jerry S. Cifor Senior Vice President and - ------------------------------- Chief Financial Officer Jerry S. Cifor (Principal Accounting and Financial Officer) /s/ Douglas R. Casella Director - ------------------------------- Douglas R. Casella
/s/ John F. Chapple III Director - ------------------------------- John F. Chapple III /s/ Gregory B. Peters Director - ------------------------------- Gregory B. Peters -7-
Exhibit Index ------------- Exhibit Number - ------ 4.1(1) Amended and Restated Certificate of Incorporation of Registrant. 4.2(2) Second Amended and Restated By-laws of the Registrant 4.3(3) Specimen Certificate of Class A Common Stock of the Registrant 5.1 Opinion of Hale and Dorr LLP 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1) 23.2 Consent of Arthur Andersen LLP, independent accountants 24.1 Power of Attorney (included in the signature pages of this Registration Statement) - ----------------------- (1) Incorporated herein by reference to Exhibit 4.1 to the registration statement on Form S-8 of Registrant as filed on November 18, 1998 (File No. 333-67487). (2) Incorporated herein by reference to Exhibit 3.4 to the registration statement on Form S-1 of Registrant as filed on September 24, 1997 (File No. 333-33135). (3) Incorporated herein by reference to Exhibit 4 to Amendment No. 2 to the registration statement on Form S-1 of Registrant as filed on October 9, 1997 (File No. 333-33135).
EXHIBIT 5.1 --------- - -- HALE AND DORR LLP Counsellors at Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 FAX 617-526-5000 December 14, 1999 Casella Waste Systems, Inc. 25 Greens Hill Lane Rutland, Vermont 05701 Re: KTI, Inc. 1994 Long-Term Incentive Award Plan Convergent Solutions, Inc. 1989 Stock Option Plan KTI, Inc. Directors' Stock Option Plan Non-Plan Options to Acquire Shares of KTI, Inc. Common Stock Casella Waste Systems, Inc. Amended and Restated 1997 Stock Incentive Plan Casella Waste Systems, Inc. 1997 Non-Employee Director Stock Option Plan Casella Waste Systems, Inc. Amended and Restated 1997 Employee Stock Purchase Plan ----------------------------------------------------------------- Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to an aggregate of 3,669,515 shares of the Class A Common Stock, $0.01 par value per share (the "Shares"), of Casella Waste Systems, Inc., a Delaware corporation (the "Company"), issuable under the plans set forth above (the "Plans"). We have examined the Certificate of Incorporation of the Company and the By-Laws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We assume that the appropriate action will be taken, prior to the offer and sale of the shares in accordance with the Plans, as the case may be, 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 state laws of the Commonwealth of Massachusetts, the Delaware General Corporation Statute and the federal laws of the United States of America. 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. Based on the foregoing, we are of the opinion that the Company has duly authorized for issuance the shares of its Common Stock covered by the Registration Statement to be issued under the Plan and the Agreements, as described in the Registration Statement, and such shares, when issued in accordance with the terms of the Plan and the Agreements, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, /s/ Hale and Dorr LLP HALE AND DORR LLP
EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated July 1, 1999 included in Casella Waste Systems, Inc.'s Form S-4 registration statement (file number 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 December 13, 1999