UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): July 6, 2010
Casella Waste Systems, Inc.
(Exact Name of Company as Specified in Charter)
Delaware |
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000-23211 |
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03-0338873 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
25 Greens Hill Lane |
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05701 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Companys telephone number, including area code: (802) 775-0325
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 6, 2010, Casella Waste Systems, Inc. (the Company) announced that Edwin D. Johnson had been appointed as Senior Vice President and Chief Financial Officer of the Company, effective July 6, 2010. Mr. Johnson will serve as the Companys principal financial officer and principal accounting officer.
Mr. Johnson, age 53, joined the Company from Waste Services, Inc., where he served as Executive Vice President, Chief Financial Officer and Chief Accounting Officer since March 2007. Prior to joining Waste Services, Mr. Johnson served as Chief Financial Officer of Expert Real Estate Services, Inc., a full service real estate brokerage company, from November 2004 to March 2007.
In connection with his appointment, Mr. Johnson, will receive an annual base salary of $300,000 and he will be eligible for an annual cash bonus of up to 85% of his base salary. Mr. Johnson will also receive an option to purchase 250,000 shares of the Companys Class A Common Stock at the fair market value per share on the first date of his employment, subject to all conditions of the Companys stock incentive plan. The option shall vest with respect to one-third of the shares on July 6, 2010 and as to an additional one-third of the shares on each of July 6, 2011 and July 6, 2012. Mr. Johnson is entitled to relocation expenses in an amount of $105,000 and temporary living and commuting expenses for up to eight months. Mr. Johnson is also entitled to participate in any health benefit or other employee benefit plan available to the Companys senior executives. The Company and Mr. Johnson intend to enter into a three year employment agreement, which will include a severance package, and a non-compete agreement.
A copy of the press release announcing Mr. Johnsons appointment is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release of Casella Waste Systems, Inc. dated July 6, 2010
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Casella Waste Systems, Inc. |
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Date: July 8, 2010 |
By: |
/s/ John W. Casella |
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John W. Casella |
Exhibit 99.1
CASELLA WASTE SYSTEMS APPOINTS EDWIN D. JOHNSON CHIEF FINANCIAL OFFICER
RUTLAND, VERMONT (July 06, 2010) Casella Waste Systems, Inc. (NASDAQ: CWST), a regional solid waste, recycling, and resource management company, announced today that Edwin D. Johnson, an experienced industry finance executive, has joined the company as senior vice president and chief financial officer.
Ed has an outstanding record of accomplishment, spanning over thirty-one years as a finance leader and will be a strong addition to our team, John W. Casella, chairman and chief executive officer, said.
With Eds thirteen years of experience as a chief financial officer in the solid waste industry, he brings a wealth of knowledge and experience in all facets of industry financial management and capital markets, Casella said. Beyond this expertise, he is also an excellent leader who has demonstrated strong integrity throughout his career.
Ed Johnson will be responsible for leading all financial operations and functions within the company. Johnson joined the company on July 06, 2010.
Johnson joined the company from Waste Services, Inc., where he served as executive vice president, chief financial officer and chief accounting officer. In his three years with Waste Services, Johnson was deeply involved with improving pricing, refinancing debt, improving returns on capital, and selling and swapping assets.
Johnson received his MBA from Florida International University, his BS in Accounting and Administration from Washington & Lee University, and earned his CPA in Florida.
Johnson has held numerous financial roles throughout his career, including ten years prior experience in the waste industry as the chief financial officer of Attwoods plc. Prior to joining Waste Services, Johnson was the chief financial officer of Expert Real Estate Services, Inc., a full service real estate brokerage company.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides solid waste management services consisting of collection, transfer, disposal, and recycling services primarily in the eastern United States.
For further information, contact John Casella, chief executive officer, at (802) 775-0325, or Ed Johnson, chief financial officer, at (802) 772-2241, or Ned Coletta, director of finance and investor relations at (802) 772-2239, or visit the Companys website at http://www.casella.com.