1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000 REGISTRATION NO. 333-59247 - -------------------------------------------------------------------------------- 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 incorporation or organization) (I.R.S. Employer Identification Number) 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) ---------- WASTE MANAGEMENT HOLDINGS, INC. 1997 EQUITY INCENTIVE PLAN WASTE MANAGEMENT HOLDINGS, INC. RETIREMENT SAVINGS PLAN WTI-RUST SAVINGS AND RETIREMENT PLAN WASTE MANAGEMENT HOLDINGS, INC. NON-QUALIFIED PROFIT SHARING & SAVINGS PLUS PLAN WTI-RUST SUPPLEMENTAL BENEFIT PLAN (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 an aggregate of up to 6,641,125 shares of its common stock, par value $0.01 per share (the "Common Stock"), on Registration Statement on Form S-8 No. 333-59247 (the "Registration Statement") pursuant to the Waste Management Holdings, Inc. 1997 Equity Incentive Plan, the Waste Management Holdings, Inc. Retirement Savings Plan, the WTI-Rust Savings And Retirement Plan, the Waste Management Holdings, Inc. Non-Qualified Profit Sharing & Savings Plus Plan and the WTI-Rust Supplemental Benefit Plan (the "Plans"). 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 1,817,280 shares pursuant to the Waste Management Holdings, Inc. 1997 Equity Incentive 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 1,817,280 shares from registration, which represents the shares originally registered pursuant to this Registration Statement under the Waste Management Holdings, Inc. 1997 Equity Incentive Plan less the number of shares sold under such plan under this Registration Statement. All of the shares available for issuance pursuant to the other plans under this Registration Statement have heretofore been sold or are hereby removed from registration in accordance with the undertaking pursuant to Item 512 of Regulation S-K. The 1,817,280 shares remaining under the Waste Management Holdings, Inc. 1997 Equity Incentive Plan 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
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 --------- ----- /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