AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2002
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WASTE CONNECTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3283464
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
620 COOLIDGE DRIVE, SUITE 350
FOLSOM, CA 95630
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
WASTE CONNECTIONS, INC.
2002 STOCK OPTION PLAN
WASTE CONNECTIONS, INC.
2002 SENIOR MANAGEMENT EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
RONALD J. MITTELSTAEDT,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
WASTE CONNECTIONS, INC.
620 COOLIDGE DRIVE, SUITE 350
FOLSOM, CA 95630
(916) 608-8200
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
ROBERT D. EVANS, ESQ.
CAROLYN S. REISER, ESQ.
JAMES J. FROLIK, ESQ.
SHARTSIS, FRIESE & GINSBURG LLP
ONE MARITIME PLAZA, 18TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed Maximum
Securities To Be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share (1) Offering Price Registration Fee
---------------- ------------ -------------- ---------------- ----------------
Common Stock, $0.01 par
value, issuable upon
exercise of options under
the Waste Connections, Inc.
2002 Stock Option Plan. 2,500,000 $ 25.88 $ 64,700,000 $ 5,952.40
Common Stock, $0.01 par
value, issuable upon
exercise of options under
the Waste Connections, Inc.
2002 Senior Management
Equity Incentive Plan. 3,000,000 $ 25.88 $ 77,640,000 $ 7,142.88
--------- ------- ------------ ----------
TOTAL 5,500,000 $ 25.88 $142,340,000 $13,095.28
========= ======= ============ ==========
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, based
upon the average of the high and low prices reported in the Nasdaq National
Market on February 15, 2002.
This Registration Statement covers 2,500,000 shares of the Registrant's Common
Stock authorized to be issued under the Registrant's 2002 Stock Option Plan and
3,000,000 shares of the Registrant's Common Stock authorized to be issued under
the Registrant's 2002 Senior Management Equity Incentive Plan.
ii
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") or the Securities Act of 1933, as amended, are hereby
incorporated by reference into this Registration Statement:
a) The Registrant's Annual Report on Form 10-K and Amended Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2000, filed with the
Securities and Exchange Commission on March 21, 2001, and July 18, 2001,
respectively.
b) The Registrant's current report on Form 8-K, filed with the
Securities and Exchange Commission on April 3, 2001.
c) The Registrant's current report on Form 8-K, filed with the
Securities and Exchange Commission on April 26, 2001.
d) The Registrant's Quarterly Report on Form 10-Q and Amended Quarterly
Report on Form 10-Q/A for the quarter ended March 31, 2001, filed with the
Securities and Exchange Commission on May 14, 2001, and August 15, 2001,
respectively.
e) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001, filed with the Securities and Exchange Commission on August 14,
2001.
f) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, filed with the Securities and Exchange Commission on
November 14, 2001.
g) The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A, File No. 0-23981, filed with
the Securities and Exchange Commission on April 2, 1998, under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered by this
Registration Statement have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
respective dates of the filing of such documents with the Securities and
Exchange Commission until the information contained therein is superseded or
updated by any subsequently-filed document that is or is deemed to be
incorporated by reference in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation provides that
a director of the Registrant's Board of Directors shall not be personally liable
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware Law is subsequently
amended to permit further limitation of the personal liability of directors, the
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liability of a director of the Registrant will be eliminated or limited to the
fullest extent permitted by the Delaware Law as so amended.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Waste Connections, Inc. 2002 Stock Option Plan.
4.2 Waste Connections, Inc. 2002 Senior Management Equity Incentive
Plan.
5.1 Opinion of Shartsis, Friese & Ginsburg LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (reference is made to
Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors (reference is
made to page II-3).
ITEM 9. UNDERTAKINGS.
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 to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
(b) that, for purposes of determining any liability under the Securities Act
of 1933, 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;
(d) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in this 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 the
initial bona fide offering thereof; and
(e) that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 of 1933 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, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, 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 of 1933 and will be
governed by the final adjudication of such issue.
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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 Folsom, California, on February 21, 2002.
WASTE CONNECTIONS, INC.
By: /s/ Ronald J. Mittelstaedt
--------------------------------
Ronald J. Mittelstaedt,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronald J. Mittelstaedt and Steven F.
Bouck, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Ronald J. Mittelstaedt President, Chief Executive February 21, 2002
---------------------------------------- Officer, Chairman and Director
Ronald J. Mittelstaedt
/s/ Steven F. Bouck Executive Vice President and February 21, 2002
---------------------------------------- Chief Financial Officer
Steven F. Bouck
/s/ Michael R. Foos Vice President-Finance February 21, 2002
---------------------------------------- and Chief Accounting Officer
Michael R. Foos
/s/ Eugene V. Dupreau Vice President-California February 21, 2002
---------------------------------------- Division and Director
Eugene V. Dupreau
/s/ Michael W. Harlan Director February 21, 2002
----------------------------------------
Michael W. Harlan
/s/ William J. Razzouk Director February 21, 2002
----------------------------------------
William J. Razzouk
/s/ Robert H. Davis Director February 21, 2002
----------------------------------------
Robert H. Davis
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EXHIBIT INDEX
Sequentially
Numbered Page
-------------
4.1 Waste Connections, Inc. 2002 Stock Option Plan.
4.2 Waste Connections, Inc. 2002 Senior Management Equity Incentive Plan.
5.1 Opinion of Shartsis, Friese & Ginsburg LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Shartsis, Friese & Ginsburg LLP (reference is made to
Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors (reference is
made to page II-3).
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