As filed with the Securities and Exchange Commission on October 15, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
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)
CASELLA WASTE SYSTEMS, INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
JOHN W. CASELLA
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share Price Registration Fee
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Class A Common
Stock, $0.01 par 100,000 shares $5.32(2) $532,000(2) $48.95
value per share
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued in connection
with stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Class A common stock as reported on the Nasdaq National
Market on October 10, 2002.
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer
and sale of an additional 100,000 shares of the registrant's Class A common
stock, $0.01 par value per share, to be issued under the Casella Waste Systems,
Inc. 1997 Non-Employee Director Stock Option Plan (the "1997 Plan"). This
registration statement incorporates by reference the registration statement on
Form S-8, File No. 333-92735, filed by the registrant on December 14, 1999 and
the registration statement on Form S-8, File No. 333-43543, filed by the
registrant on December 31, 1997 and amended by the registrant on December 2,
1998, relating to the 1997 Plan.
EXPLANATORY NOTE
After reasonable efforts, the Registrant has not been able to obtain
the consent of Arthur Andersen LLP to the incorporation by reference into
this registration statement on Form S-8 of their report, which appeared in
the Registrant's Annual Report on Form 10-K for the fiscal year ended April
30, 2002, and the Registrant has dispensed with the requirement under Section
7 of the Securities Act of 1933, as amended (the "Securities Act"), to file
such consent in reliance on Rule 437a promulgated under the Securities Act.
Because Arthur Andersen LLP has not consented to the incorporation by
reference of their report in this registration statement on Form S-8, you
will not be able to recover against Arthur Andersen LLP under Section 11 of
the Securities Act for any untrue statements of a material fact contained in
the financial statements audited by Arthur Andersen LLP that are incorporated
by reference or any omissions to state a material fact required to be stated
therein.
ITEM 3. INCORPORATION OF 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 on file with the
Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or 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.
(b) 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 document referred
to in (a) above.
(c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act dated 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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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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
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 the City of Rutland, State of Vermont, on this 15th day of
October, 2002.
CASELLA WASTE SYSTEMS, INC.
By: /s/ JOHN W. CASELLA
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John W. Casella
Chairman and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Casella Waste Systems,
Inc., hereby severally constitute and appoint John W. Casella and James W.
Bohlig, and each of them singly, our true and lawful attorneys 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 subsequent 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 of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ JOHN W. CASELLA Chairman and Chief Executive Officer October 15, 2002
---------------------- (Principal Executive Officer)
John W. Casella
/s/ JAMES W. BOHLIG President and Chief Operating Officer, October 15, 2002
---------------------- Director
James W. Bohlig
/s/ RICHARD A. NORRIS Senior Vice President and Chief Financial October 15, 2002
----------------------- Officer (Principal Accounting and
Richard A. Norris Financial Officer)
/s/ DOUGLAS R. CASELLA Director October 15, 2002
-----------------------
Douglas R. Casella
/s/ JOHN F. CHAPPLE III Director October 15, 2002
------------------------
John F. Chapple III
/s/ GEORGE J. MITCHELL Director October 15, 2002
------------------------
George J. Mitchell
/s/ D. RANDOLPH PEELER Director October 15, 2002
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D. Randolph Peeler
/s/ GREGORY B. PETERS Director October 15, 2002
-----------------------
Gregory B. Peters
/s/ WILBUR L. ROSS, JR. Director October 15, 2002
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Wilbur L. Ross, Jr.
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
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4.1(1) Amended and Restated Certificate of Incorporation of the Registrant
4.2(2) Second Amended and Restated By-Laws of the Registrant
4.3(3) Certificate of Designation creating Series A Convertible Preferred
Stock of the Registrant
5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of attorney (included on the signature pages of this
registration statement)
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(1) Previously filed with the Securities and Exchange Commission as Exhibit
4.1 to the Registrant's Registration Statement on Form S-8 as filed on
November 18, 1998 (File No. 333-67487) and incorporated herein by
reference.
(2) Previously filed with the Securities and Exchange Commission as Exhibit
3.1 to the Registrant's Current Report on Form 8-K as filed on August 18,
2000 (File No. 000-23211) and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as Exhibit
4.1 to the Registrant's Current Report on Form 8-K as filed on August 18,
2000 (File No. 000-23211) and incorporated herein by reference.