UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported) April 21,
2009
WASTE
CONNECTIONS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-31507
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94-3283464
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2295
Iron Point Road, Suite 200
Folsom,
CA 95630
(Address
of Principal Executive Offices) (Zip
Code)
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(916)
608-8200
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.01. Completion of Acquisition
or Disposition of Assets.
On April
21, 2009, Waste Connections, Inc. (the “Company”) completed the acquisition of
all of the issued and outstanding capital stock of Potrero Hills Landfill, Inc.
(“PHL”) from Republic Services, Inc. (“Republic”) and its subsidiary, Bay
Landfills, Inc. PHL owns and operates the Potrero Hills Landfill,
which is located in Fairfield, California, as well as the disposal business
operated at the landfill. PHL was divested as a result of Republic’s
recent merger with Allied Waste Industries, Inc. The Company paid an
aggregate cash purchase price of $57,500,000 for PHL, plus $1,423,966 in
estimated working capital, which amount is subject to post-closing pro-rations
and other adjustments.
The
acquisition of the assets was consummated pursuant to the terms of that certain
Stock Purchase Agreement, dated as of March 19, 2009, by and among the
Company on the one hand, and Republic, Bay Landfills, Inc., and PHL on the other
hand.
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On April
21, 2009, the Board of Directors of the Company approved the Third Amended and
Restated Bylaws. The Third Amended and Restated Bylaws replace, in
their entirety, the Second Amended and Restated Bylaws, which were adopted by
the Board of Directors of the Company on January 12, 2009, to be effective on
May 15, 2009, the first day following the Company’s 2009 annual meeting of
stockholders to be held on May 14, 2009. The Third Amended and
Restated Bylaws will be effective on May 15, 2009, and stockholders must comply
with such provisions for the 2010 annual meeting of stockholders of the
Company.
The Third Amended and Restated Bylaws
amend Article II, Sections 9 and 10 in an effort to update and enhance the
procedures for stockholders to propose business at annual meetings or
nominations to be considered at annual or special meetings. The
amendments revise the bylaws to:
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●
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change
the requirement for stockholders to provide advance notice of stockholder
proposals or nominations at an annual meeting so that such advance notice
shall be delivered to the principal executive office of the Company not
less than 90 days nor more than 120 days prior to the first anniversary of
the preceding year’s annual meeting, subject to specified
conditions;
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●
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expand
disclosure required by stockholders making proposals or nominations to
include, among other things, information regarding each such stockholder's
and their affiliates’ holdings of “synthetic equity”, derivatives or short
positions and other material interests and relationships that could
influence proposals or nominations and other information that would be
required in a proxy statement;
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●
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require
stockholders nominating director candidates to disclose the same
information about the director candidate that would be required if the
director candidate were submitting a proposal, and requires the director
candidates to complete a questionnaire and representation and agreement
with respect to their background, any voting commitments or compensation
arrangements and their commitment to abide by the Company’s governance
guidelines;
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●
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expand
disclosures regarding proposed business to include a reasonably detailed
description of all agreements, arrangements and understandings between
proposing persons and any other persons in connection with the proposed
business; and
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●
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require
that disclosures provided for in Article II, Sections 9 and 10 of the
Third Amended and Restated Bylaws be updated and supplemented so as to be
accurate as of the record date of the meeting and as of ten business days
prior to the meeting.
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The
foregoing description of the Third Amended and Restated Bylaws is qualified in
its entirety by reference to the full text of the Third Amended and Restated
Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits.
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3.1
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Third
Amended and Restated Bylaws of Waste Connections,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| WASTE CONNECTIONS, INC. | |||
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Dated: April
23, 2009
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By:
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/s/ Worthing F. Jackman
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Name:
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Worthing
F. Jackman
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Title:
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Executive
Vice President and Chief
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Financial
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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3.1
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Third
Amended and Restated Bylaws of Waste Connections,
Inc.
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