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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000
REGISTRATION NO. 33-61627
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WASTE MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 73-1309529
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
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)
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CHAMBERS DEVELOPMENT COMPANY, INC. 1988 STOCK OPTION PLAN
(Full titles of the Plans)
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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)
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Waste Management, Inc., a Delaware corporation formerly known as USA
Waste Services, Inc. (the "Company"), registered the issuance of up to 540,574
shares of its common stock, par value $0.01 per share (the "Common Stock"), on
Registration Statement on Form S-8 No. 33-61627 (the "Registration Statement")
pursuant to the Chambers Development Company, Inc. 1988 Stock Option Plan (the
"Plan"). A total of 419,886 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 120,688 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 120,688 shares from registration, which
represents the 540,574 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.
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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 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
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* 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
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H. Jesse Arnelle
* Director
- ------------------------------------------------
Pastora San Juan Cafferty
* Director
- ------------------------------------------------
Ralph F. Cox
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* 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
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Under Power of Attorney
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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24.1 Power of Attorney
1
EXHIBIT 24.1
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Lawrence O'Donnell, III, Linda J. Smith
and Amanda K. Maki, and each of them, each of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all pre- or post-effective amendments to
registration statements on Form S-8, File Nos. 33-72436, 333-14613, 333-14115,
333-34819, 33-59807, 33-43619, 33-84988, 33-84990, 33-61621, 33-61627,
33-61625, 333-08161, 333-02181, 333-51975, 333-59247, 333-56113, 333333-64239,
333-70055, including without limitation any registration statement of the type
contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or substitute or substitutes of
any or all of them, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE
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/s/ A. Maurice Myers President, Chief Executive Officer and Director
- ------------------------------------------------ (Principal Executive Officer)
A. Maurice Myers
/s/ William L. Trubeck Senior Vice President and Chief Financial Officer
- ------------------------------------------------ (Principal Financial Officer)
William L. Trubeck
/s/ Bruce E. Snyder Vice President and Chief Accounting Officer
- ------------------------------------------------ (Principal Accounting Officer)
Bruce E. Snyder
/s/ H. Jesse Arnelle Director
- ------------------------------------------------
H. Jesse Arnelle
2
/s/ Pastora San Juan Cafferty Director
- ------------------------------------------------
Pastora San Juan Cafferty
/s/ Ralph F. Cox Director
- ------------------------------------------------
Ralph F. Cox
/s/ Robert S. Miller Director
- ------------------------------------------------
Robert S. Miller
/s/ Paul M. Montrone Director
- ------------------------------------------------
Paul M. Montrone
/s/ John C. Pope Director
- ------------------------------------------------
John C. Pope
/s/ Steven G. Rothmeier Director
- ------------------------------------------------
Steven G. Rothmeier
/s/ Ralph V. Whitworth Director
- ------------------------------------------------
Ralph V. Whitworth