As filed with the Securities and Exchange Commission on October 15, 2002 Registration No. 333-_____ ================================================================================ 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 (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.
==================================================================================================================== 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 - -------------------------------------------------------------------------------------------------------------------- Class A Common Stock, $0.01 par 100,000 shares $5.32(2) $532,000(2) $48.95 value per share ==================================================================================================================== 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. -1- 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 ----------------------------------- John W. Casella Chairman and Chief Executive Officer -2- 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.
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SIGNATURE TITLE DATE --------- ----- ---- /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 - ----------------------- D. Randolph Peeler /s/ GREGORY B. PETERS Director October 15, 2002 - ----------------------- Gregory B. Peters /s/ WILBUR L. ROSS, JR. Director October 15, 2002 - ------------------------ Wilbur L. Ross, Jr. INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 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) - ------------ (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.
HALE AND DORR LLP LETTERHEAD Exhibit 5.1 October 15, 2002 Casella Waste Systems, Inc. 25 Greens Hill Lane Rutland, Vermont 05701 Re: Casella Waste Systems, Inc. 1997 Non-Employee Director Stock Option 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 (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 100,000 shares of 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 Company's 1997 Non-Employee Director Stock Option Plan (the "1997 Plan"). We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated 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, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the 1997 Plan, 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 General Corporation Law of the State of Delaware 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 Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
Casella Waste Systems, Inc. October 15, 2002 Page 2 We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP ------------------------------------ HALE AND DORR LLP
Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 29, 2002 relating to the financial statements and financial statement schedule as of and for the year ended April 30, 2002 for Casella Waste Systems, Inc., which appears in Casella Waste Systems, Inc.'s Annual Report on Form 10-K for the year ended April 30, 2002. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, MA October 11, 2002