AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 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 RESTRICTED STOCK PLAN
(FULL TITLE OF THE PLAN)
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:
CAROLYN S. REISER, 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 95,000 $33.36 $3,169,200 $291.57
par value.
(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 on
the average of the high and low sales prices per share reported in the Nasdaq
National Market on June 14, 2002.
This Registration Statement covers 95,000 shares of the Registrant's Common
Stock authorized to be issued under the Registrant's 2002 Restricted Stock 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 for the fiscal year ended
December 31, 2001, filed with the Securities and Exchange Commission on March
18, 2002.
b) The Registrant's current report on Form 8-K, filed with the Securities
and Exchange Commission on April 25, 2002.
c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, filed with the Securities and Exchange Commission on May 14,
2002.
d) 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 the 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.
Robert D. Evans was a partner in the law firm Shartsis, Friese & Ginsburg LLP
when that firm initially drafted the legal opinion attached hereto as Exhibit
5.1. Mr. Evans resigned as a partner of that firm in May 2002 and became
Executive Vice-President and General Counsel of the Registrant, and in
connection with assuming that position was granted options to purchase 130,000
shares of the Registrant's Common Stock.
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
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.
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Not applicable.
ITEM 8. EXHIBITS.
4.1 Waste Connections, Inc. 2002 Restricted Stock 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 June 19, 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 June 19, 2002
________________________________________
Ronald J. Mittelstaedt Officer, Chairman and Director
/s/ Steven F. Bouck Executive Vice President and June 19, 2002
________________________________________ Chief Financial Officer
Steven F. Bouck
/s/ Michael R. Foos Vice President-Finance June 19, 2002
________________________________________ and Chief Accounting Officer
Michael R. Foos
/s/ Eugene V. Dupreau Vice President-Western Region June 19, 2002
________________________________________ and Director
Eugene V. Dupreau
/s/ Michael W. Harlan Director June 19, 2002
________________________________________
Michael W. Harlan
/s/ William J. Razzouk Director June 19, 2002
________________________________________
William J. Razzouk
/s/ Robert H. Davis Director June 19, 2002
________________________________________
Robert H. Davis
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EXHIBIT INDEX
Sequentially
Numbered Page
-------------
4.1 Waste Connections, Inc. 2002 Restricted Stock 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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