As filed with the Securities and Exchange Commission on March 30, 2012
Registration No. 333-139809
UNITED STATES
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
WCA WASTE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 20-0829917 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1330 Post Oak Blvd., 30th Floor Houston, Texas | 77056 | |
| (Address of principal executive offices) | (Zip Code) | |
Second Amended and Restated 2004 WCA Waste Corporation Incentive Plan
(Full title of the plan)
Michael A. Roy
WCA Waste Corporation
1330 Post Oak Blvd., 30th Floor
Houston, Texas 77056
(Name and address of agent for service)
(713) 220-4200
(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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | þ | |||
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration Statement No. 333-139809) filed on January 5, 2007, pertaining to common stock, par value $0.01 per share (the “Common Stock”) of WCA Waste Corporation (the “Company”) to be offered under the Second Amended and Restated 2004 WCA Waste Corporation Incentive Plan.
On March 23, 2012, pursuant to the Agreement and Plan of Merger (the “Agreement”), dated as of December 21, 2011, among Cod Intermediate, LLC (“Parent”), Cod Merger Company, Inc. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Parent. Pursuant to the terms of the Agreement, at the effective time of the merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was converted automatically into the right to receive $6.50 in cash.
As a result of the merger, the Company has terminated the offering of the Company’s securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities registered pursuant to this Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 30, 2012.
WCA WASTE CORPORATION | ||
By: | /s/ Michael A. Roy | |
Michael A. Roy | ||
Vice President and Assistant Secretary | ||
