UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K / A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)March 31, 2007
Waste Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-25955 | 01-0780204 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1122 International Blvd., Suite 601, Burlington, Ontario, Canada | L7L 6Z8 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (905) 319-1237
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This amendment number 2 on Form 8-K/A is being filed to amend Item 2.01 of the Form 8-K Waste Services, Inc. filed with the Securities and Exchange Commission on May 31, 2007. This amendment does not reflect events occurring after the filing of the original reports and does not modify or update the disclosures therein in any way other than as required to reflect the financial statements as of March 31, 2007.
Section 8—Other Events
Item 8.01 Other Events.
In March 2007 we completed transactions to acquire Allied Waste Industries, Inc’s. (“Allied Waste”) South Florida operations and to sell our Arizona operations to Allied Waste. The South Florida operations consist of a collection company, a transfer station and a materials recovery facility, all providing service to Miami-Dade County. The total purchase price of Allied Waste’s South Florida operations was $68.4 million and consisted of $15.9 million in cash and $52.5 million through the sale of our Arizona operations to Allied Waste.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) | Financial statements of businesses acquired. The combined financial statements of South Florida Market (Divisions of Allied Waste Industries, Inc.) as of March 31, 2007 and December 31, 2006 and for the three months ended March 31, 2007 and 2006 are incorporated herein by reference from Exhibit 99.1 to this Current Report. | |
(b) | Pro forma financial information. The unaudited pro forma condensed consolidated statement of operations of Waste Services, Inc. for the three months ended March 31, 2007 is incorporated herein by reference from Exhibit 99.2 to this Current Report. | |
(d) | Exhibits |
99.1 | Combined financial statements of South Florida Market (Divisions of Allied Waste Industries, Inc.) as of March 31, 2007 and December 31, 2006 and for the three months ended March 31, 2007 and 2006. | ||
99.2 | Unaudited pro forma condensed consolidated statement of operations of Waste Services, Inc. for the three months ended March 31, 2007. |
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SIGNATURE
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 SERVICES, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Ivan R. Cairns | ||||
Executive Vice President and General Counsel Date: September 10, 2007 | ||||
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