SEC Filing | Casella Waste Systems, Inc.

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1999
REGISTRATION NO. 333-90913
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CASELLA WASTE SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 4953 03-0338873
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)

25 GREENS HILL LANE,
RUTLAND, VERMONT 05701
(802) 775-0325
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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JOHN W. CASELLA
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
CASELLA WASTE SYSTEMS, INC.
25 GREENS HILL LANE
RUTLAND, VERMONT 05701
(802) 775-0325
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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COPIES TO:

JEFFREY A. STEIN, ESQ. BRIAN HOFFMANN, ESQ.
HALE AND DORR LLP CADWALADER, WICKERSHAM & TAFT
60 STATE STREET 100 MAIDEN LANE
BOSTON, MA 02109 NEW YORK, NY 10038
(617) 526-6000 (212) 504-6000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly
as practicable after this registration statement becomes effective and the
effective time of the proposed merger of Rutland Acquisition Sub, Inc., a wholly
owned subsidiary of the Registrant, with and into KTI, Inc. as described herein.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, 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(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /____
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT OR AMENDMENTS WHICH SPECIFICALLY STATES THAT THE
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL SUCH REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE OR DATES AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 is to file the consent of Arthur
Andersen LLP as Exhibit 23.6 hereto, which was inadvertently omitted from the
prior filing. In connection therewith, Item 21 and the Exhibit Index are amended
and restated as set forth below.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are exhibits to this registration statement.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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2.1(1) Agreement and Plan of Merger dated as of January 12, 1999
and as amended by Amendments No. 1, 2 and 3 thereto, among
Casella Waste Systems, Inc. ("Casella"), KTI, Inc. ("KTI")
and Rutland Acquisition Sub, Inc. (included as Annex A to
the proxy statement/ prospectus which is a part of this
registration statement).

3.1 Amended and Restated Certificate of Incorporation of Casella
(incorporated herein by reference to Exhibit 4.1 to the
registration statement on Form S-8 of Casella as filed
November 18, 1998).

3.3 Second Amended and Restated By-Laws of Casella (incorporated
herein by reference to Exhibit 3.4 to the registration
statement on Form S-1 of Casella as filed September 24, 1997
(file no. 333-33135)).

4.1 Form of stock certificate of Casella Class A common stock
(incorporated herein by reference to Exhibit 4 to Amendment
No. 2 to the registration statement on Form S-1 of Casella
as filed October 9, 1997 (file no. 333-33135)).

5.1* Opinion of Hale and Dorr LLP as to the legality of Casella
Class A common stock being registered.

8.1* Opinion of McDermott, Will & Emery as to the material United
States federal income tax consequences of the merger.

8.2* Opinion of McDermott, Will & Emery confirming its opinion as
to the material United States federal income tax
consequences of the merger.

10.1 1993 Incentive Stock Option Plan (incorporated herein by
reference to Exhibit 10.1 to the registration statement on
Form S-1 of Casella as filed August 7, 1997 (file no.
333-33135)).

10.2 1994 Nonstatutory Stock Option Plan (incorporated herein by
reference to Exhibit 10.2 to the registration statement on
Form S-1 of Casella as filed August 7, 1997 (file no.
333-33135)).

10.3 1996 Stock Option Plan (incorporated herein by reference to
Exhibit 10.3 to the registration statement on Form S-1 of
Casella as filed August 7, 1997 (file no. 333-33135)).

10.4 1997 Non-Employee Director Stock Option Plan (incorporated
herein by reference to Exhibit 10.5 to Amendment No. 1 to
the registration statement on Form S-1 of Casella as filed
September 24, 1997 (file no. 333-33135)).

10.5 Amended and Restated 1997 Stock Incentive Plan (incorporated
herein by reference to the Definitive Proxy Statement on
Schedule 14A of Casella as filed September 21, 1998).

10.6 Registration Rights Agreement between Casella and Susan
Olivieri and Robert MacNeil, dated January 3, 1996
(incorporated herein by reference to Exhibit 10.6 to
Amendment No. 1 to the registration statement on Form S-1 of
Casella as filed September 24, 1997 (file no. 333-33135)).

10.7 1995 Stockholders Agreement between Casella and the
stockholders who are a party thereto, dated as of December
22, 1995 (incorporated herein by reference to Exhibit 10.7
to the registration statement on Form S-1 of Casella as
filed August 7, 1997 (file no. 333-33135)).

II-1

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.8 1995 Registration Rights Agreement between Casella and the
stockholders who are a party thereto, dated as of December
22, 1995 (incorporated herein by reference to Exhibit 10.8
to the registration statement on Form S-1 of Casella as
filed August 7, 1997 (file no. 333-33135)).

10.9 1995 Repurchase Agreement between Casella and the
stockholders who are a party thereto, dated as of December
22, 1995 (incorporated herein by reference to Exhibit 10.9
to the registration statement on Form S-1 of Casella as
filed August 7, 1997 (file no. 333-33135)).

10.10 Management Services Agreement between Casella, BCI Growth
III, L.P., North Atlantic Venture Fund, L.P., and Vermont
Venture Capital Fund, L.P., dated as of December 22, 1995
(incorporated herein by reference to Exhibit 10.10 to the
registration statement on Form S-1 of Casella as filed
August 7, 1997 (file no. 333-33135)).

10.11 Warrant to Purchase Common Stock of Casella granted to John
W. Casella, dated as of July 26, 1993 (incorporated herein
by reference to Exhibit 10.11 to Amendment No. 1 to the
registration statement on Form S-1 of Casella as filed
September 24, 1997 (file no. 333-33135)).

10.12 Warrant to Purchase Common Stock of Casella granted to
Douglas R. Casella, dated as of July 26, 1993 (incorporated
herein by reference to Exhibit 10.12 to Amendment No. 1 to
the registration statement on Form S-1 of Casella as filed
September 24, 1997 (file no. 333-33135)).

10.13 Asset Purchase Agreement by and among Kenneth H. Mead,
Kerkim, Inc. and Casella Waste Management of N.Y., dated as
of January 17, 1997 (incorporated herein by reference to
Exhibit 10.13 to the registration statement on Form S-1 of
Casella as filed August 7, 1997 (file no. 333-33135)).

10.14 Reorganization Agreement by and among Kenneth H. Mead,
Superior Disposal Services, Inc., Kensue, Inc., S.D.S. at
PA, Inc. and Claws Refuse, Inc., dated as of January 17,
1997 (incorporated herein by reference to Exhibit 10.14 to
the registration statement on Form S-1 of Casella as filed
August 7, 1997 (file no. 333-33135)).

10.15 Termination of Lease Agreement by and between Casella
Associates and Casella Waste Management, Inc. dated
September 25, 1996 (incorporated herein by reference to
Exhibit 10.15 to the registration statement on Form S-1 of
Casella as filed August 7, 1997 (file no. 333-33135)).

10.16 Amended and Restated Revolving Credit and Term Loan
Agreement between the Registrant and BankBoston, dated as of
January 12, 1998 (incorporated herein by reference to
Exhibit 10.13 to the registration statement on Form S-1 of
Casella as filed June 3, 1998 (file no. 333-55879)).

10.17 Lease Agreement, as Amended, between Casella Associates and
Casella Waste Management, Inc., dated December 9, 1994
(Rutland lease) (incorporated herein by reference to Exhibit
10.17 to the registration statement on Form S-1 of Casella
as filed August 7, 1997 (file no. 333-33135)).

10.18 Lease Agreement, as Amended, between Casella Associates and
Casella Waste Management, Inc., dated December 9, 1994
(Montpelier lease) (incorporated herein by reference to
Exhibit 10.18 to the registration statement on Form S-1 of
Casella as filed August 7, 1997 (file no. 333-33135)).

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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.19 Furniture and Fixtures Lease Renewal Agreement between
Casella Associates and Casella Waste Management, Inc., dated
May 1, 1994 (incorporated herein by reference to Exhibit
10.19 to the registration statement on Form S-1 of Casella
as filed August 7, 1997 (file no. 333-33135)).

10.20 Lease, Operations and Maintenance Agreement between CV
Landfill, Inc. and the Registrant dated June 30, 1994
(incorporated herein by reference to Exhibit 10.20 to the
registration statement on Form S-1 of Casella as filed
August 7, 1997 (file no. 333-33135)).

10.21 Restated Operation and Management Agreement by and between
Clinton County (N.Y.) and the Registrant dated September 9,
1996 (incorporated herein by reference to Exhibit 10.21 to
the registration statement on Form S-1 of Casella as filed
August 7, 1997 (file no. 333-33135)).

10.22 Labor Utilization Agreement by and between Clinton County
(N.Y.) and the Registrant dated August 7, 1996 (incorporated
herein by reference to Exhibit 10.22 to the registration
statement on Form S-1 of Casella as filed August 7, 1997
(file no. 333-33135)).

10.23 Lease and Option Agreement by and between Waste U.S.A., Inc.
and New England Waste Services of Vermont, Inc., dated
December 14, 1995 (incorporated herein by reference to
Exhibit 10.23 to the registration statement on Form S-1 of
Casella as filed August 7, 1997 (file no. 333-33135)).

10.24 Consulting and Non-Competition Agreement between Casella and
Kenneth H. Mead, dated January 23, 1997 (incorporated herein
by reference to Exhibit 10.24 to the registration statement
on Form S-1 of Casella as filed August 7, 1997 (file no.
333-33135)).

10.25 Issuance of Shares by Casella to National Waste Industries,
Inc., dated October 19, 1994 (incorporated herein by
reference to Exhibit 10.25 to the registration statement on
Form S-1 of Casella as filed August 7, 1997 (file no.
333-33135)).

10.26 Registration Rights Agreement by and among Casella, Joseph
M. Winters, Andrew B. Winters, Brigid Winters, Sean Winters
and Maureen Winters (the "All Cycle Stockholders"), dated as
of December 19, 1997. (incorporated herein by reference
Exhibit 10.23 to the registration statement filed on Form
S-1 of Casella as filed June 3, 1998 (file no. 333-55879)).

10.27 Amendment No. 1 to Registration Rights Agreement by and
among the Registrant, the All Cycle Stockholders, Winters
Family Partnership and Goldman, Sachs & Co., dated as of
June 3, 1998. (incorporated herein by reference to Exhibit
10.24 to the registration statement on Form S-1 of Casella
as filed June 3, 1998 (file no. 333-55879)).

10.28 Amendment No. 2 to Lease Agreement, by and between Casella
Associates and Casella Waste Management, Inc., dated as of
November 20, 1997 (Rutland lease). (incorporated herein by
reference to Exhibit 10.25 to the registration statement on
Form S-1 of Casella as filed on June 25, 1998 (file no.
333-57745)).

10.29 Amendment No. 1 to Stock Option Agreement (incorporated
herein by reference to the Current Report on Form 8-K of
Casella as filed May 13, 1999).

10.30 Agreement between Penobscot Energy Recovery Company and
Bangor Hydro-Electric Company dated June 21, 1984, as
amended (incorporated herein by reference to Exhibit 10.2 to
the registration statement on Form S-4 of KTI as filed
October 18, 1994 (file no. 33-85234)).

10.31* Agreement between Timber Energy Resources, Inc. and Florida
Power Corporation dated December 31, 1984.

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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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10.32* Steam Agreement between Multitrade Group, Inc. and Tultex
Corporation dated August 11, 1987, as amended.

10.33 Form of Penobscot Energy Recovery Company Waste Disposal
Agreement (City of Bangor) dated April 1, 1991 and Schedule
of Substantially Identical Waste Disposal Agreements
(incorporated herein by reference to Exhibit 10.3 to the
registration statement on Form S-4 of KTI as filed October
18, 1994 (file no. 33-85234)).

10.34* Steam Agreement between Multitrade Group, Inc. and
Bassett-Walker, Inc. dated March 1, 1993, as amended.

10.35 Power Purchase Agreement between Maine Energy Recovery
Company and Central Maine Power Company dated January 12,
1984, as amended (incorporated herein by reference to
Exhibit 10.8 to the registration statement on Form S-4 of
KTI as filed October 18, 1994 (file no. 33-85234)).

10.36 Host Municipalities' Waste Handling Agreement among
Biddeford-Saco Solid Waste Committee, City of Biddeford,
City of Saco and Maine Energy Recovery Company dated June 7,
1991 (incorporated herein by reference to Exhibit 10.10 to
the registration statement on Form S-4 of KTI as filed
October 18, 1994 (file no. 33-85234)).

10.37 Form of Maine Energy Recovery Company Waste Handling
Agreement (Town of North Berwick) dated June 7, 1991 and
Schedule of Substantially Identical Waste Disposal
Agreements (incorporated herein by reference to Exhibit
10.11 to the registration statement on Form S-4 of KTI as
filed October 18, 1994 (file no. 33-85234)).

10.38* Third Amendment to Power Purchase Agreement between Maine
Energy Recovery Company, L.P. and Central Maine Power
Company dated November 6, 1995.

10.39* Steam Supply and Operating Agreement between Multitrade
Group, Inc. and E.I. DuPont De Nemours & Co. dated February
11, 1998, as amended.

10.40 Amendment No. 2 to Power Purchase Agreement between
Penobscot Energy Recovery Company, L.P. and Bangor-Hydro
Electric Company dated June 26, 1998 (incorporated herein by
reference to Exhibit 4.1 to the Current Report on Form 8-K
of KTI as filed July 8, 1998).

10.41 Second Amended and Restated Waste Disposal Agreements
between Penobscot Energy Recovery Company and the Municipal
Review Committee, Inc. dated June 26, 1998 (incorporated
herein by reference to Exhibit 4.2 to the Current Report on
Form 8-K of KTI as filed July 8, 1998).

10.42 Non-Exclusive License to Use Technology between KTI and
Oakhurst Technology, Inc. dated December 29, 1998
(incorporated herein by reference to Exhibit 4.5 to the
Current Report on Form 8-K of KTI as filed January 15,
1999).

21.1* Subsidiaries of Casella.

23.1* Consent of Arthur Andersen LLP.

23.2* Consent of Ernst & Young LLP.

23.3* Consent of Hale and Dorr LLP (included in Exhibit 5.1 of
this registration statement).

23.4* Consent of McDermott, Will & Emery (included in Exhibit 8.1
of this registration statement).

23.5* Consent of McDermott, Will & Emery (included in Exhibit 8.2
of this registration statement).

23.6 Consent of Arthur Andersen LLP.

24.1* Powers of Attorney (included in the signature pages of this
registration statement).

99.1* Form of KTI's proxy card for the Special Meeting of
Shareholders.

II-4

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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99.2* Form of Casella's proxy card for the Annual Meeting of
Stockholders.

99.3* Form of KTI's Notice of Special Meeting of Shareholders.

99.4* Consents of persons named to become directors of Casella who
have not signed this registration statement.

99.5 Consent of CIBC World Markets Corp. (included in Annex B-1
to the proxy statement/ prospectus which is a part of this
registration statement).

99.6* Consent of CIBC World Markets Corp.

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* Previously filed

(1) Schedules referred to in the merger agreement are omitted from this filing.
The registrant agrees to furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon request, in
accordance with Item 601(b)(2) of Regulation S-K.

(b) FINANCIAL STATEMENT SCHEDULES. Not applicable.

(c) REPORTS, OPINIONS, ETC. The opinion of CIBC World Markets Corp. is
included as Annex B-1 to the proxy statement/prospectus which is a part
of this registration statement and CIBC World Markets Corp.'s letter
dated September 23, 1999 reaffirming its opinion is included as Annex B-2
to the proxy statement/prospectus which is part of this registration
statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
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 November, 1999.

CASELLA WASTE SYSTEMS, INC.

By: /s/ JOHN W. CASELLA
-----------------------------------------
John W. Casella
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed by the following persons in
the capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

President, Chief Executive
/s/ JOHN W. CASELLA Officer and Chairman
------------------------------------------- (Principal Executive November 15, 1999
John W. Casella Officer)

/s/ JAMES W. BOHLIG* Senior Vice President,
------------------------------------------- Chief Operating Officer November 15, 1999
James W. Bohlig and Director

Vice President and Chief
/s/ JERRY S. CIFOR Financial Officer
------------------------------------------- (Principal Accounting and November 15, 1999
Jerry S. Cifor Financial Officer)

/s/ DOUGLAS R. CASELLA*
------------------------------------------- Director November 15, 1999
Douglas R. Casella

/s/ JOHN F. CHAPPLE III*
------------------------------------------- Director November 15, 1999
John F. Chapple III

/s/ GREGORY B. PETERS*
------------------------------------------- Director November 15, 1999
Gregory B. Peters

*By /s/ JOHN W. CASELLA
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John W. Casella, ATTORNEY-IN-FACT

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EXHIBIT INDEX