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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2004
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.)
35 IRON POINT CIRCLE, SUITE 200
FOLSOM, CA 95630
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
WASTE CONNECTIONS, INC.
2004 EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
RONALD J. MITTELSTAEDT,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
WASTE CONNECTIONS, INC.
35 IRON POINT CIRCLE, SUITE 200
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
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum 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 or the granting of
restricted stock or the
vesting of restricted
stock units under the Waste
Connections, Inc. 2004 Equity
Incentive Plan. 2,250,000 $28.15 $63,337,500 $8,025
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(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 of Waste Connections, Inc. Common
Stock on July 23, 2004, as reported on the New York Stock Exchange.
Pursuant to Rule 416 (a) of the Securities Act of 1933, this Registration
Statement also covers any additional shares of the Registrant's Common Stock
that become issuable under the Registrant's 2004 Equity Incentive Plan by reason
of any stock dividend, stock split, recapitalization or any other similar
transaction without receipt of consideration that results in an increase in the
number of shares of the Registrant's outstanding Common Stock.
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 (the "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 Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, filed with the Commission on July 22, 2004.
b) The Registrant's current report on Form 8-K, filed with the
Commission on July 22, 2004.
c) The Registrant's current report on Form 8-K, filed with the
Commission on July 22, 2004.
d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004, filed with the Commission on April 23, 2004.
e) The Registrant's current report on Form 8-K, filed with the
Commission on April 22, 2004.
f) The Registrant's current report on Form 8-K, filed with the
Commission on April 22, 2004.
g) The Registrant's current report on Form 8-K, filed with the
Commission on April 15, 2004.
h) The Registrant's Definitive Proxy Statement on Schedule 14A,
filed with the Commission on April 8, 2004.
i) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, filed with the Commission on March 12, 2004.
j) The Registrant's current report on Form 8-K, filed with the
Commission on February 19, 2004.
k) 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 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 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 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.
Counsel for the Registrant, Shartsis, Friese & Ginsburg LLP, has rendered an
opinion that the shares of Common Stock registered hereby have been duly
authorized and, when sold and delivered in accordance with Registrant's 2004
Equity Incentive Plan, will be
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validly issued, fully paid and non-assessable. Partners and associates of
Shartsis, Friese & Ginsburg LLP beneficially own a total of 1,500 shares of
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation may indemnify a director, officer, employee or agent made or
threatened to be made a party to an action, whether brought by a third party or
by or in the right of the corporation as a derivative action, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation in such a
capacity for another corporation, against expenses actually and reasonably
incurred by him in connection with such action if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation and with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.
Article VI of the Registrant's Amended and Restated Bylaws provides that the
Registrant shall indemnify any officer or director of the Registrant, and shall
have the power to indemnify any employee or agent of the Registrant, pursuant to
the provisions of Section 145 of the General Corporation Law of the State of
Delaware. The Registrant shall be required to indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Registrant.
Article XII of 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.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Waste Connections, Inc. 2004 Equity Incentive Plan (filed as Exhibit
10.28 to the Registrant's Quarterly Report on form 10-Q for the
quarter ended June 30, 2004, filed with the Commission on July 22,
2004 and incorporated herein by reference).
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 the signature page of this Registration Statement).
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;
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(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 July 28, 2004.
WASTE CONNECTIONS, INC.
By: /s/ Ronald J. Mittelstaedt
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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 July 28, 2004
--------------------------- Officer and Chairman (principal
Ronald J. Mittelstaedt executive officer)
/s/ Steven F. Bouck Executive Vice President and July 28, 2004
--------------------------- Chief Financial Officer
Steven F. Bouck (principal financial officer)
/s/ David G. Eddie Vice President-Corporate July 28, 2004
--------------------------- Controller (principal accounting
David G. Eddie officer)
/s/ Eugene V. Dupreau Director and Regional Vice July 28, 2004
--------------------------- President-Western Region
Eugene V. Dupreau
/s/ Michael W. Harlan Director July 28, 2004
---------------------------
Michael W. Harlan
/s/ William J. Razzouk Director July 28, 2004
---------------------------
William J. Razzouk
/s/ Robert H. Davis Director July 28, 2004
---------------------------
Robert H. Davis
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EXHIBIT INDEX
4.1 Waste Connections, Inc. 2004 Equity Incentive Plan (filed as Exhibit 10.28
to the Registrant's Quarterly Report on form 10-Q for the quarter ended
June 30, 2004, filed with the Commission on July 22, 2004 and incorporated
herein by reference).
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
the signature page of this Registration Statement).
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