As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-
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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.
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(Exact name of registrant as specified in its charter)
Delaware 03-0338873
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Greens Hill Lane, Rutland, Vermont 05701
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(Address of principal executive offices) (Zip Code)
1997 Non-Employee Director Stock Option Plan
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(Full title of the plan)
John W. Casella
President, Chief Executive Officer and Chairman
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
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(Name and address of agent for service)
(802) 775-0325
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Class A
Common Stock, 50,000 $23.375 (1) $1,168,750 (1) $344.78
$0.01 par value shares
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(1) 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 23, 1997, in accordance with Securities Act Rule 457(c) and (h) of the
Securities Act of 1933, as amended (the "Securities Act").
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 1997 Non-Employee Director Stock Option Plan of Casella
Waste Systems, Inc., a Delaware corporation (the "Registrant" or the "Company"),
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.
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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 Company's Prospectus pursuant to Rule 424(b)(4) of the Securities
Act, dated October 28, 1997;
(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 prospectus referred
to in (1) above; and
(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.
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.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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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 may purchase and maintain 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.
Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings.
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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
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(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.
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SIGNATURES
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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 31st day of December, 1997.
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.
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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 31, 1997.
Signature Title
/s/ John W. Casella President, Chief Executive Officer,
- ------------------------- Chairman of the Board of Directors
John W. Casella and Secretary
/s/ Douglas R. Casella Vice Chairman of the Board of Directors
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Douglas R. Casella
/s/ James W. Bohlig Senior Vice President, Chief Operating
- ------------------------ Officer and Director
James W. Bohlig
/s/ Jerry S. Cifor Vice President, Chief Financial Officer
- ------------------------ and Treasurer
Jerry S. Cifor
/s/ John F. Chapple III Director
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John F. Chapple III
/s/ Michael F. Cronin Director
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Michael F. Cronin
/s/ Kenneth H. Mead Director
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Kenneth H. Mead
/s/ Gregory B. Peters Director
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Gregory B. Peters
/s/ C. Andrew Russell Director
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C. Andrew Russell
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Exhibit Index
Exhibit
Number
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4 Specimen Certificate of Class A Common Stock of the
Registrant (1)
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in the signature pages of this
Registration Statement)
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(1) Incorporated herein by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-1 (File No. 333-33135).
Exhibit 5.1
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HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
December 31, 1997
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Re: 1997 Non-Employee Director Stock Option Plan
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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 50,000 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 Company's 1997 Non-Employee
Director Stock Option Plan (the "Plan").
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 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 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, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, 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
