AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2003
REGISTRATION NO. 333-45064
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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
incorporation or organization) 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, INC. EMPLOYEE STOCK PURCHASE 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)
----------
Waste Management, Inc., a Delaware corporation (the "Company"),
registered the issuance of up to 1,409,708 shares of its common stock, par value
$0.01 per share (the "Common Stock"), on this Registration Statement on Form S-8
No. 333-45064 (the "Registration Statement") pursuant to the Waste Management,
Inc. Employee Stock Purchase Plan (the "ESPP"). A total of 1,320,442 shares have
been issued under this Registration Statement. The Company's Board of Directors
recently adopted, and the stockholders approved, an amendment to the ESPP
pursuant to which the number of shares available for purchase under the
Registration Statement pursuant to the ESPP was increased by 2,000,000 shares.
On June 18, 2003, the Company filed a registration statement on Form S-8 No.
333-106223 (the "New Registration Statement") registering the issuance of up to
2,089,266 shares pursuant to the ESPP, including the 2,000,000 additional
shares, and the 89,266 shares remaining available for issuance on this
Registration Statement.
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 89,266 shares from registration, which represents
the 1,409,708 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.
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 18th day of June,
2003.
WASTE MANAGEMENT, INC.
/s/ A. Maurice Myers
-----------------------------------------
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 18th day of June, 2003.
SIGNATURE TITLE
--------- -----
/s/ A. Maurice Myers President, Chief Executive Officer and Chairman of the Board
----------------------------------
A. Maurice Myers (Principal Executive Officer)
/s/ David P. Steiner Executive Vice President and Chief Financial Officer
----------------------------------
David P. Steiner (Principal Financial Officer)
/s/ Robert G. Simpson Senior Vice President and Chief Accounting Officer
----------------------------------
Robert G. Simpson (Principal Accounting Officer)
/s/ Pastora San Juan Cafferty Director
----------------------------------
Pastora San Juan Cafferty
/s/ Frank M. Clark, Jr. Director
----------------------------------
Frank M. Clark, Jr.
/s/ Robert S. Miller Director
----------------------------------
Robert S. Miller
SIGNATURE TITLE
--------- -----
/s/ John C. Pope Director
----------------------------------
John C. Pope
/s/ W. Robert Reum Director
----------------------------------
W. Robert Reum
/s/ Steven G. Rothmeier Director
----------------------------------
Steven G. Rothmeier
/s/ Carl W. Vogt Director
----------------------------------
Carl W. Vogt
/s/ Ralph V. Whitworth Director
----------------------------------
Ralph V. Whitworth