-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GUhgCyqnE+ugb0k7mP14et1Kekp6rKMCQYMVKE2TS9yOuOvRSP3ANa1dVe8jPzGP J0nFS1mtKfzKwKMRo5G7mw== 0000950131-98-003166.txt : 19980512 0000950131-98-003166.hdr.sgml : 19980512 ACCESSION NUMBER: 0000950131-98-003166 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980511 EFFECTIVENESS DATE: 19980511 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASTE MANAGEMENT INC /DE/ CENTRAL INDEX KEY: 0000104938 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 362660763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52337 FILM NUMBER: 98615609 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6305728800 MAIL ADDRESS: STREET 1: 3003 BUTTERFIELD ROAD CITY: OAKBROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: WASTE MANAGEMENT INC DATE OF NAME CHANGE: 19930527 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 11, 1998 Registration No. 333-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ WASTE MANAGEMENT, INC. (Exact name of Registrant as specified in its charter) Delaware 36-2660763 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 3003 Butterfield Road Oak Brook, Illinois 60523 (Address of Registrant's Principal Executive Offices) ______________________ WASTE MANAGEMENT, INC. 1997 EQUITY INCENTIVE PLAN; 1992 STOCK OPTION PLAN OF WHEELABRATOR TECHNOLOGIES INC. AND ITS SUBSIDIARIES; 1991 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF WHEELABRATOR TECHNOLOGIES INC. AND ITS SUBSIDIARIES; AND 1988 STOCK PLAN FOR EXECUTIVE EMPLOYEES OF WHEELABRATOR TECHNOLOGIES INC. AND ITS SUBSIDIARIES (Full Title of the Plan) ______________________ Herbert A. Getz Senior Vice President and Secretary Waste Management, Inc. 3003 Butterfield Road Oak Brook, Illinois 60523 (630) 572-8800 (Name, Address, and Telephone Number, Including Area Code, of Agent For Service) ______________________ CALCULATION OF REGISTRATION FEE
============================================================================================================================ Proposed Proposed Maximum Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered(1) Per Unit Offering Price Registration Fee - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share (2) 5,652,534 Shares $29.8946 $168,980,243 $49,850 - ----------------------------------------------------------------------------------------------------------------------------
(1) This registration statement also covers an indeterminate number of shares of Common Stock which may be issuable under the antidilution and other adjustment provisions of the plans pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"). (2) This amount reflects an aggregate of: (i) 4,000,000 shares of Common Stock which are issuable pursuant to stock options granted at a weighted average exercise price of $30.2982 per share under the Waste Management, Inc. 1997 Equity Incentive Plan; (ii) 1,494,037 shares of Common Stock which are issuable pursuant to stock options granted at a weighted average exercise price of $30.4167 per share under the 1992 Stock Option Plan of Wheelabrator Technologies Inc. and its Subsidiaries; (iii) 3,180 shares of Common Stock which are issuable pursuant to stock options granted at a weighted average exercise price of $31.2500 per share under the 1991 Stock Option Plan for Non-Employee Directors of Wheelabrator Technologies Inc. and its Subsidiaries; and (iv) 155,317 shares of Common Stock which are issuable pursuant to stock options granted at a weighted average exercise price of $14.4488 per share under the 1988 Stock Plan for Executive Employees of Wheelabrator Technologies Inc. and its Subsidiaries. =============================================================================== 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information. Not required to be included herewith. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be included herewith. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Documents Incorporated By Reference. Waste Management , Inc. (the "Company") incorporates herein by reference the following documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission"): (1) The Company's latest annual report on Form 10-K, or if the financial statements therein are more current, the Company's latest prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933; (2) All other reports filed by the Company pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the annual report or the financial statements contained in the prospectus referred to in (1) above; and (3) The description of the Company's Common Stock which is contained in the registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company 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 which indicates that all of the securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Inapplicable. Item 5. Interests of Named Experts and Counsel. Inapplicable. 3 Item 6. Indemnification of Directors and Officers. Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") permits Delaware corporations to include in their certificates of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty of care as a director, and Section 145 of the DGCL provides that the corporation may indemnify any director or officer of the corporation against liabilities and expenses incurred by such person in connection with any action, suit or proceeding in which such person is made or threatened to be made a party by reason of having been a director or officer of the corporation, subject to certain limitations. Reference is made to article twelfth of the Company's restated certificate of incorporation, as amended, filed as exhibits 4.1 through 4.8 to this registration statement, and section 6 of article seventh of the Company's bylaws, filed as exhibit 4.9 to this registration statement, which provide indemnification by the Company of each director, officer or employee of the Company to the full extent permitted by the DGCL. The directors and officers of the Company are insured under insurance policies maintained by the Company, and the directors and executive officers of the Company are parties to indemnification agreements with the Company, indemnifying them, subject to the limitations of the policies and agreements, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors and officers. Insofar as indemnification by the Company for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Item 7. Exemption From Registration Claimed. Inapplicable. Item 8. Exhibits The exhibits to this registration statement are listed in the Exhibit Index, which appears elsewhere herein and is hereby incorporated by reference. Item 9. Undertakings (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the 4 Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (3) 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. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the 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. (c)-(g) Inapplicable. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the provisions described under Item 6 above, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue. (I)-(j) Inapplicable. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Oak Brook, Illinois, on May 11, 1998. WASTE MANAGEMENT, INC. By: /s/ Robert S. Miller --------------------------------- Robert S. Miller Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Robert S. Miller Director, Chairman of the Board and 5/11/98 - ------------------------------- Chief Executive Officer Robert S. Miller /s/ Jerry E. Dempsey Director 5/11/98 - ------------------------------- Jerry E. Dempsey /s/ Donald F. Flynn Director 5/11/98 - ------------------------------- Donald F. Flynn /s/ Peer Pedersen Director 5/11/98 - ------------------------------- Peer Pedersen /s/ James R. Peterson Director 5/11/98 - ------------------------------- James R. Peterson /s/ John C. Pope Director 5/11/98 - ------------------------------- John C. Pope /s/ Alexander B. Trowbridge Director 5/11/98 - ------------------------------- Alexander B. Trowbridge /s/ H. Jesse Arnelle Director 5/11/98 - ------------------------------- H. Jesse Arnelle 6 /s/ Pastora San Juan Cafferty Director 5/11/98 - ------------------------------- Pastora San Juan Cafferty /s/ James B. Edwards Director 5/11/98 - ------------------------------- James B. Edwards /s/ Paul M. Montrone Director 5/11/98 - ------------------------------- Paul M. Montrone /s/ Steven G. Rothmeier Director 5/11/98 - ------------------------------- Steven G. Rothmeier /s/ Roderick M. Hills Director 5/11/98 - ------------------------------- Roderick M. Hills /s/ Mark T. Spears Vice President, Controller and 5/11/98 - ------------------------------- Principal Accounting Officer Mark T. Spears /s/ Donald R. Chappel Vice President and Principal 5/11/98 - ------------------------------- Financial Officer Donald R. Chappel 7 WASTE MANAGEMENT, INC. Exhibit Index -------------
Exhibit Number Description of Exhibit/1/ - ------- ------------------------- 4.1 Restated Certificate of Incorporation of registrant, as amended as of May 24, 1985 (incorporated by reference to Exhibit 4.1 to registrant's report on Form 10-Q for the quarter ended June 30, 1985) 4.2 Certificate of Amendment of Restated Certificate of Incorporation of registrant, recorded May 23, 1986 (incorporated by reference to Exhibit 4(C) to registrant's registration statement on Form S-8, Registration No. 33-6265) 4.3 Certificate of Amendment of Restated Certificate of Incorporation of registrant, recorded May 15, 1987 (incorporated by reference to Exhibit 4.5(d) to registrant's registration statement on Form S-4, Registration No. 33-15518) 4.4 Certificate of Amendment of Restated Certificate of Incorporation of registrant, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to registrant's registration statement on Form S-3, Registration No. 33-30190) 4.5 Certificate of Amendment of Restated Certificate of Incorporation of registrant, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to registrant's registration statement on Form S-8, Registration No. 33-35936) 4.6 Certificate of Amendment of Restated Certificate of Incorporation of registrant, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to registrant's report on Form 8-K dated May 14, 1993) 4.7 Certificate of Amendment of Restated Certificate of Incorporation of registrant, filed May 9, 1987 (incorporated by reference to Exhibit 3(a) to registrant's report on Form 8-K dated May 9, 1997) 4.8 Conformed copy of Restated Certificate of Incorporation of registrant, as amended (incorporated by reference to Exhibit 3(b) to registrant's report on Form 8-K dated May 9, 1997) 4.9 By-laws of registrant, as amended and restated as of November 4, 1997 (incorporated by reference to Exhibit 3 to registrant's report on Form 10-Q for the quarter ended September 30, 1997) 4.10 Trust Indenture dated as of August 1, 1989 (incorporated by reference to Exhibit 4.3(a) to registrant's 1990 annual report on Form 10-K) 4.11 First Supplemental Indenture dated as of December 1, 1990 (incorporated by reference to Exhibit 4.3(b) to registrant's 1990 annual report on Form 10-K) 4.12 Trust Indenture dated as of June 1, 1993 (incorporated by reference to Exhibit 4 to registrant's current report on Form 8-K dated July 15, 1993) 4.13 Credit Agreement dated as of March 31, 1998 among Waste Management, Inc., The Chase Manhattan Bank, as administrative agent, and the lenders named therein (incorporated by reference to Exhibit 17(a) to Amendment No. 3 to the Waste Management, Inc. Schedule 13E-3 filed April 9, 1998)
- --------------------- /1/ In the case of incorporation by reference to documents filed under the Securities Exchange Act of 1934, the registrant's file number under that Act is 1-7327 and Wheelabrator Technologies Inc.'s file number under that Act is 0-14246. Ex-1
Exhibit Number Description of Exhibit/1/ - ------- ---------------------------------------------------------------------------------- 4.14 Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by reference to Exhibit A to the registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders) 4.15 Form of Restricted Stock Award Agreement under the Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to Post- Effective Amendment No.2 to registrant's registration statement on Form S-1, Registration No. 333-01327) 4.16 Wheelabrator Technologies Inc. 1992 Stock Option Plan (incorporated by reference to Exhibit 10.45 to the 1991 annual report on Form 10-K of Wheelabrator Technologies Inc.) 4.17 Amendment to the Wheelabrator Technologies Inc. 1992 Stock Option Plan dated March 10, 1998 4.18 1991 Stock Option Plan for Non-Employee Directors of the Wheelabrator Technologies Inc. ("1991 Directors Plan") adopted June 10, 1991 (incorporated by reference to Exhibit 19.04 to the quarterly report on Form 10-Q for the quarter ended June 30, 1991 of Wheelabrator Technologies Inc.) 4.19 Amendment to 1991 Directors Plan dated as of December 22, 1993 (incorporated by reference to Exhibit 10.46 to the 1993 annual report on Form 10-K of Wheelabrator Technologies Inc.) 4.20 Amendment to 1991 Directors Plan adopted on August 29, 1994 (incorporated by reference to Exhibit 10.46 to the quarterly report on Form 10-Q for the quarter ended September 30, 1994 of Wheelabrator Technologies Inc.) 4.21 1988 Stock Plan for Executive Employees of Wheelabrator Technologies Inc. and its subsidiaries (the "WTI 1988 Stock Plan") (incorporated by reference to Exhibit 28.1 to Amendment No. 1 to the registration statement of Wheelabrator Technologies Inc. on Form S-8, Registration No. 33-31523) 4.22 Amendments dated as of September 7, 1990 to the WTI 1988 Stock Plan (incorporated by reference to Exhibit 19.02 to the 1990 annual report on Form 10-K of Wheelabrator Technologies, Inc.) 4.23 Amendment dated as of November 1, 1990 to the WTI 1988 Stock Plan (incorporated by reference to Exhibit 19.04 to the 1990 annual report on Form 10-K of Wheelabrator Technologies, Inc.) 4.24 Agreement and Plan of Merger dated as of March 10, 1988 among USA Waste Services, Inc. ("USA Waste"), Dome Merger Sub, Inc., and the registrant (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K dated March 10, 1998 of USA Waste) 4.25 Agreement and Plan of Merger dated as of December 8, 1997 by and among the registrant, WMI Merger Sub, Inc., and WTI (incorporated by reference to Appendix A to Wheelabrator Technologies Inc.'s proxy statement for the special meeting of stockholders held on March 30, 1998) 5.1 Opinion of Herbert A. Getz, Esq. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Herbert A. Getz, Esq. (contained in Exhibit 5.1)
- ------------------- /1/ In the case of incorporation by reference to documents filed under the Securities Exchange Act of 1934, the registrant's file number under that Act is 1-7327 and Wheelabrator Technologies Inc.'s file number under that Act is 0-14246. Ex-2 EX-4.17 2 1992 STOCK OPTION PLAN AMENDMENT 3/10/98 EXHIBIT 4.17 AMENDMENT TO THE WHEELABRATOR TECHNOLOGIES INC. 1992 STOCK OPTION PLAN WHEREAS, Wheelabrator Technologies Inc. (the "Company"), sponsors and maintains the Wheelabrator Technologies Inc. 1992 Stock Option Plan (the "Plan"); and WHEREAS, the Board of Directors or any authorized committee thereof is authorized under the terms of the Plan to amend the Plan at any time; and WHEREAS, the management of the Company has recommended that the Plan be amended to provide the Company with the ability to settle stock options that are put to the Company in the context of a transaction that constitutes a "Change in Control" (as defined in the Plan) by the issuance of shares of stock to enable the Company to comply with certain requirements applicable to the pooling-of-interests method of accounting; and WHEREAS, the Compensation and Stock Option Committee has reviewed and concurs with such recommendation; NOW, THEREFORE, the Company hereby amends the Plan, effective March 10, 1998, as follows: 1. The Plan is amended by adding at the end thereof the following provision to read: Payment in Stock. Nothwithstanding anything in this Plan or in any option agreement to the contrary, in the event that an optionee requires the Company to purchase from him or her any or all unexercised options pursuant to the Change in Control provisions of this Plan, the amount payable to such optionee by the Company or acquiror, as the case may be, shall not be paid in cash if, in the opinion of the Committee, it would be in the best interests of the Company that such amount be paid in stock, in which case such amount shall be paid in stock as the Committee shall determine. 2. Except as set forth herein, the provisions of the Plan shall remain in effect. IN WITNESS WHEREOF, this Amendment has been executed as of March 10, 1998, by a duly authorized officer of the Company. /s/ Thomas A. Witt ---------------------------------------- Thomas A. Witt, Secretary EX-5.1 3 OPINION OF HERBERT A. GETZ, ESQ. Exhibit 5.1 May 4, 1998 Waste Management, Inc. 3003 Butterfield Road Oak Brook, Illinois 60523 Dear Sirs: I am Senior Vice President and General Counsel for Waste Management, Inc., a Delaware corporation (the "Company"), and have acted as such in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about May 4, 1998 under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering shares of the Company's common stock, par value $1.00 per share (the "Shares"), to be issued in accordance with, and upon the exercise of options granted pursuant to, the Waste Management, Inc. 1997 Equity Incentive Plan, the Wheelabrator Technologies Inc. 1992 Stock Option Plan, the 1988 Stock Plan for Executive Employees of Wheelabrator Technologies Inc. and its Subsidiaries and the Wheelabrator Technologies Inc. 1991 Stock Option Plan for Non-Employee Directors (the "Plans"). In such capacity, I, or attorneys acting under my direction, have examined the Restated Certificate of Incorporation, as amended, and By-Laws of the Company, the Plans, and such other documents of the Company as I have deemed necessary or appropriate for the purposes of the opinion expressed herein. Based upon the foregoing, I advise you that: 1. The Company is a corporation duly organized and legally existing under the laws of the State of Delaware. 2. The Company has taken all action necessary to authorize the issuance of the Shares in accordance with the Plans and upon the exercise of options granted pursuant to the Plans. 3. Such of the Shares as may be issued in accordance with the Plans and upon the exercise of options granted pursuant to the Plans will, upon such issuance, constitute legally issued, fully paid and nonassessable Shares of the Company. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Registration Statement and any amendment thereto. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder. Very truly yours, /s/ Herbert A. Getz Herbert A. Getz Senior Vice President and General Counsel /lsl EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 1998 (except with respect to matters discussed in Note 19, as to which the date is March 17, 1998), included in the Waste Management, Inc. Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP -----END PRIVACY-ENHANCED MESSAGE-----