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As filed with the Securities and Exchange Commission on May 26, 2009
Registration No. 333-115932
SECURITIES AND EXCHANGE COMMISSION
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)
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Delaware
(State or other jurisdiction of incorporation or organization)
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73-1309529
(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 Registrants principal executive offices)
WASTE MANAGEMENT, INC. 2004 STOCK INCENTIVE PLAN
(Full titles of the Plans)
Rick L Wittenbraker
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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Waste Management, Inc., a Delaware corporation (the Company), registered the issuance of up
to 34,000,000 shares of its common stock, par value $0.01 per share (the Common Stock), on this
Registration Statement on Form S-8 (Registration No. 333-115932) pursuant to the Waste Management,
Inc. 2004 Stock Incentive Plan (the 2004 SIP). The 2004 SIP expired by its terms on May 14, 2009
and, as of that date, 25,484,328 shares of Common Stock have not been sold are not currently
subject to awards under the 2004 SIP. Those 25,484,328 shares are hereby deregistered. The
Registration Statement otherwise continues in effect as to the shares of Common Stock remaining
available for offer or sale pursuant to the Registration Statement.
There may be shares of Common Stock, the issuance of which are registered on this Registration
Statement that are represented by awards granted under the 2004 SIP that, after May 14, 2009,
expire or are forfeited or canceled without delivery of shares of Common Stock or which otherwise
result in the forfeiture of shares of Common Stock back to the Company. Upon such forfeiture,
expiration or cancellation, such shares will also automatically be deregistered under this
Registration Statement.
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 Post-Effective Amendment to 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 26th day of May, 2009.
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WASTE MANAGEMENT, INC.
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/s/ Rick L Wittenbraker
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By: Rick L Wittenbraker |
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Senior Vice President, General
Counsel and Chief Compliance
Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to
this Registration Statement on Form S-8 has been signed by the following persons in the capacities
indicated on the 26th day of May, 2009.
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Signature |
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Title |
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Chief Executive Officer and Director
(Principal Executive Officer) |
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
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Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
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Pastora San Juan Cafferty
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Director |
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/s/ *
Frank M. Clark, Jr.
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Director |
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Director |
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Signature |
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Title |
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Director |
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Director |
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/s/ *
Steven G. Rothmeier
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Director |
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Director |
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/s/ Rick L Wittenbraker
*Rick L Wittenbraker
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Attorney-in-Fact |