S-8 POS 1 h80105js-8pos.txt WASTE MANAGEMENT - P.E. AMENDMENT #1 - 33-61621 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000 REGISTRATION NO. 33-61621 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- WASTE MANAGEMENT, INC. (Exact name of Registrant as specified in its charter) DELAWARE 73-1309529 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1001 FANNIN STREET SUITE 4000 HOUSTON, TEXAS 77001 (713) 512-6200 (Address, including zip code, and telephone number, including area code of Registrant's principal executive offices) ---------- CHAMBERS DEVELOPMENT COMPANY, INC. 1991 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full titles of the Plans) ---------- LAWRENCE O'DONNELL, III WASTE MANAGEMENT, INC. 1001 FANNIN STREET SUITE 4000 HOUSTON, TEXAS 77002 (713) 512-6200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- 2 Waste Management, Inc., a Delaware corporation formerly known as USA Waste Services, Inc. (the "Company"), registered the issuance of up to 16,667 shares of its common stock, par value $0.01 per share (the "Common Stock"), on Registration Statement on Form S-8 No. 33-61621 (the "Registration Statement") pursuant to the Chambers Development Company, Inc. 1991 Stock Option Plan for Non-Employee Directors (the "Plan"). A total of 8,336 were issued under the Plan. On September 1, 2000, the Company filed a registration statement on Form S-8 No. 333-45066 (the "New Registration Statement") registering the issuance of up to 8,331 shares pursuant to the Plan. In accordance with the principles set forth in Interpretation 89 under Section G "Securities Act Forms" of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to Form S-8, the Company is hereby removing the remaining 8,331 shares from registration, which represents the 16,667 shares originally registered pursuant to this Registration Statement less the number of shares sold under this Registration Statement. The shares which are hereby removed from registration have been carried over to the New Registration Statement and continue to be registered on the New Registration Statement. 3 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 requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the 5th day of September, 2000. WASTE MANAGEMENT, INC. * --------------------------------- By: A. Maurice Myers President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on the 5th day of September, 2000.
SIGNATURE TITLE --------- ----- * President, Chief Executive Officer and Chairman of the Board ----------------------------------------------- (Principal Executive Officer) A. Maurice Myers * Senior Vice President and Chief Financial Officer ----------------------------------------------- (Principal Financial Officer) William L. Trubeck * Vice President and Chief Accounting Officer ----------------------------------------------- (Principal Accounting Officer) Bruce E. Snyder * Director ----------------------------------------------- H. Jesse Arnelle * Director ----------------------------------------------- Pastora San Juan Cafferty * Director ----------------------------------------------- Ralph F. Cox
4 * Director ------------------------------------------------ Robert S. Miller * Director ------------------------------------------------ Paul M. Montrone * Director ------------------------------------------------ John C. Pope * Director ------------------------------------------------ Steven G. Rothmeier * Director ------------------------------------------------ Ralph V. Whitworth *By: /s/ Amanda K. Maki -------------------------------------------- Under Power of Attorney
5 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 24.1 Power of Attorney