AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2000 REGISTRATION NO. 333-31268 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT OF 1933 --------------- CASELLA WASTE SYSTEMS, INC. ------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE ------------------------------------------ (State or other Jurisdiction of Incorporation or Organization) 03-0338873 --------------------------------------- (I.R.S. Employer Identification Number) 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) John W. Casella President and Chief Executive Officer 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) 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
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. / /
DEREGISTRATION OF COMMON STOCK On February 28, 2000, Casella Waste Systems, Inc. (the "Company") filed a Registration Statement on Form S-3, Registration No. 333-31268 (the "Registration Statement"), for the resale of 919,953 shares of Class A Common Stock, $.01 par value per share (the "Common Stock") of the Company. The Company had issued or committed to issue such shares of Common Stock to certain persons in exchange for their ownership interests in Alternate Energy, Inc. ("AEI") and Rochester Environmental Park, LLC ("REP") pursuant to an Agreement dated as of December 30, 1999, and amended as of February 3, 2000, by and among the Company, AEI, REP and Robert S. Gundersen (the "Agreement"). The Agreement was subsequently amended by an agreement dated as of April 21, 2000 by and among the Company, Robert S. Gundersen and the other persons named on the signature pages thereto (the "April Agreement"). Pursuant to the April Agreement, the Company is no longer required to register the shares originally issued as described above. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister all of the shares of Common Stock formerly registered for resale under the Registration Statement.
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. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, Vermont, as of this 19th day of July, 2000. CASELLA WASTE SYSTEMS, 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. 1 to Registration Statement on Form S-3 has been signed below by the following persons in the capacities indicated on this 19th day of July, 2000. Name Title Date - ---- ----- ---- /s/ John W. Casella President, Chief Executive July 19, 2000 - ----------------------------- Officer and Director John W. Casella (Principal Executive Officer) * Senior Vice President, July 19, 2000 - ----------------------------- Chief Operating Officer and James W. Bohlig Director * Senior Vice President and July 19, 2000 - ----------------------------- Chief Financial Officer Jerry S. Cifor (Principal Accounting and Financial Officer) * Chairman of the July 19, 2000 - ----------------------------- Board of Directors Ross Pirasteh * Director July 19, 2000 - ----------------------------- Douglas R. Casella * Director July 19, 2000 - ----------------------------- John F. Chapple III * Director July 19, 2000 - ----------------------------- Gregory B. Peters * Director July 19, 2000 - ----------------------------- George J. Mitchell * Director July 19, 2000 - ----------------------------- Wilbur L. Ross, Jr. * Director July 19, 2000 - ----------------------------- Martin J. Sergi * BY: /s/ John W. Casella ----------------------- John W. Casella Attorney-in-Fact