As filed with the Securities and Exchange Commission on October 29, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CASELLA WASTE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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03-0338873 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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25 Greens Hill Lane, Rutland, Vermont |
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05701 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Amended and Restated 1997 Employee Stock Purchase Plan
(Full Title of the Plan)
John W. Casella
Chief
Executive Officer
25 Greens Hill Lane
Rutland, Vermont 05701
(Name and Address of Agent For Service)
(802) 775-0325
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered |
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Amount to be Registered (1) |
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Proposed
Maximum Offering
Price Per Share |
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Proposed
Maximum Aggregate
Offering Price |
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Amount of Registration Fee |
Class A Common Stock, $0.01 par value per share |
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300,000 shares (2) |
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$4.03 (3) |
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$1,209,000 (3) |
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$141 |
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(1) |
In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional securities that may from time to time be
offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) |
Consists of 300,000 shares issuable under the Amended and Restated 1997 Employee Stock Purchase Plan pursuant to the terms of such plan. |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average
of the high and low prices of the Registrants Class A Common Stock as reported on the NASDAQ Global Select Market on October 27, 2014. |
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the contents of the following Registration Statements on Form S-8 relating
to the Registrants Amended and Restated 1997 Employee Stock Purchase Plan:
(1) File No. 333-40267, filed by the Registrant with
the Securities and Exchange Commission on November 14, 1997;
(2) File No. 333-92735, filed by the Registrant with the Securities
and Exchange Commission on December 14, 1999; and
(3) File No. 333-175010, filed by the Registrant with the Securities and
Exchange Commission on June 20, 2011.
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 the city of Rutland, state of Vermont, on this 29th day of October, 2014.
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CASELLA WASTE SYSTEMS, INC. |
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By: |
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/s/ John W. Casella |
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John W. Casella Chairman of the Board of
Directors and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Casella Waste Systems, Inc., hereby severally constitute and appoint John W. Casella and Edmond
R. Coletta, and each of them singly, our true and lawful attorneys 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 subsequent 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 of 1933, as amended (the Securities Act), and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ John W. Casella
John W. Casella |
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Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer) |
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October 29, 2014 |
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/s/ Edmond R. Coletta
Edmond R. Coletta |
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Senior Vice President and Chief Financial
Officer (Principal Financial Officer) |
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October 29, 2014 |
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/s/ Christopher B. Heald
Christopher B. Heald |
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Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
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October 29, 2014 |
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/s/ Michael K. Burke
Michael K. Burke |
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Director |
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October 29, 2014 |
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/s/ James F. Callahn, Jr.
James F. Callahan, Jr. |
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Director |
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October 29, 2014 |
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/s/ Douglas R. Casella
Douglas R. Casella |
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Director |
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October 29, 2014 |
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/s/ John F. Chapple III
John F. Chapple III |
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Director |
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October 29, 2014 |
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/s/ Joseph G. Doody
Joseph G. Doody |
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Director |
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October 29, 2014 |
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/s/ James P. McManus
James P. McManus |
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Director |
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October 29, 2014 |
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/s/ Emily Nagle Green
Emily Nagle Green |
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Director |
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October 29, 2014 |
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/s/ Gregory B. Peters
Gregory B. Peters |
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Director |
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October 29, 2014 |
INDEX TO EXHIBITS
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Number |
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Description |
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4.1 |
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Second Amended and Restated Certificate of Incorporation of the Registrant, as amended (filed with the Securities and Exchange Commission on December 7, 2007 as Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q
(File No. 000-23211) and incorporated herein by reference) |
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4.2 |
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Third Amended and Restated By-Laws of the Registrant (filed with the Securities and Exchange Commission on February 27, 2009 as Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 000-23211) and
incorporated herein by reference) |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant |
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23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
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23.2 |
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Consent of McGladrey LLP |
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24.1 |
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Power of attorney (included on the signature pages of this registration statement) |
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99.1 |
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Amended and Restated 1997 Employee Stock Purchase Plan, as amended (filed with the Securities and Exchange Commission on August 19, 2014 as Appendix A to the Registrants Definitive Proxy on Schedule 14A (File No. 000-23211) and incorporated herein by reference) |
Exhibit 5.1
October 29, 2014
Casella Waste Systems, Inc.
25 Green Hills Lane
Rutland, Vermont 05701
Re: Amended and Restated 1997 Employee
Stock Purchase Plan
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 (the Commission) under the Securities Act of 1933, as amended (the
Securities Act), relating to an aggregate of 300,000 shares of 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 Companys Amended and Restated 1997 Employee Stock Purchase Plan (the Plan).
We have examined the Certificate of Incorporation
and By-Laws of the Company, each as amended and restated 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, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the
originals of any such documents and the legal competence of all signatories to such 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, the General
Corporation Law of the State of Delaware 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.
Casella Waste Systems, Inc.
October 29, 2014
Page
2
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 Shares have been duly authorized for issuance and, when the
Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission.
Very truly yours,
WILMER CUTLER
PICKERING
HALE AND DORR LLP
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By: |
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/s/ Jeffrey A. Stein |
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Jeffrey A. Stein, a Partner |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Casella Waste Systems, Inc. and its subsidiaries of our report
dated June 26, 2014, relating to our audits of the consolidated financial statements, the financial statement schedule, and internal control over financial reporting, which appears in the Annual Report on Form 10-K of Casella Waste Systems,
Inc. and its subsidiaries for the year ended April 30, 2014.
/s/ McGladrey LLP
Boston, Massachusetts
October 29, 2014
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