As filed with the Securities and Exchange Commission on March 5, 2004
Registration No. 33-36657
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COVANTA ENERGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-5549268
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
40 Lane Road, Fairfield, N.J. 07004
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(Address of Principal Executive Offices) (Zip Code)
THE OGDEN 401(K) PLAN
(FORMERLY KNOWN AS OGDEN ALLIED SERVICES PROFIT SHARING PLAN
AND ATLANTIC DESIGN COMPANY PROFIT SHARING PLAN)
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(Full Title of the Plan)
Timothy J. Simpson
Vice President, Associate General Counsel and Associate Secretary
40 Lane Road, Fairfield, N.J. 07004
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(Name and Address of Agent For Service)
(973) 882-9000
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(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Joseph A. Tato, Esq.
LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
125 West 55th Street
New York, NY 10019
(212) 424-8000
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DE-REGISTRATION OF SECURITIES
On August 31, 1990, the Registrant registered 602,000 shares of its
common stock, $0.50 par value per share ("Common Stock"), reserved for issuance
under two predecessor plans to the Ogden 401(K) Plan, the Ogden Allied Services
Profit Sharing Plan and the Atlantic Design Company Profit Sharing Plan: such
shreas were registered on a Registration Statement on Form S-8, Registration No.
33-36657, filed with the Securities and Exchange Commission (the "Registration
Statement). The Ogden Allied Services Profit Sharing Plan was subsequently
renamed the Ogden 401(K) Plan and eventually merged into the Covanta Energy
Savings Plan. The Atlantic Design Company Profit Sharing Plan, subsequent to the
date of the Registration Statement, was eventually merged into the Ogden 401(K)
Plan, which then merged into the Covanta Energy Savings Plan. Through the filing
of this Post-Effective Amendment No. 1 to the Registration Statement, the
Registrant hereby deregisters any and all remaining unissued shares of Common
Stock and any plan interests or participations covered by the Registration
Statement, with such de-registration to be effective immediately upon the filing
of this Post Effective Amendment No. 1 to the Registration Statement.
Item 8. Exhibits
Exhibit No.
24.1 Power of Attorney of George L. Farr; Anthony J. Bolland; Norman
G. Einspruch; Jeffrey F. Friedman; Scott Mackin; Craig G.
Matthews; Homer A. Neal; Robert E. Smith; Joseph A. Tato; Helmut
Volcker; Robert R. Womack
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
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fairfield, State of New Jersey, on March 5, 2004.
COVANTA ENERGY CORPORATION
By: /s/ Anthony J. Orlando
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Anthony J. Orlando
President, Chief Executive Officer
and Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
/s/ Anthony J. Orlando President, Chief Executive Officer March 5, 2004
- ------------------------ and Principal Financial Officer
Anthony J. Orlando
/s/ James Reddington Controller March 5, 2004
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James Reddington
/s/ George L. Farr* Chairman of the Board of Directors March 5, 2004
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George L. Farr
/s/ Anthony J. Bolland* Director March 5, 2004
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Anthony J. Bolland
/s/ Norman G. Einspruch* Director March 5, 2004
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Norman G. Einspruch
/s/ Jeffrey F. Friedman* Director March 5, 2004
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Jeffrey F. Friedman
Director March 5, 2004
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Veronica M. Hagen
/s/ Scott Mackin* Director March 5, 2004
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Scott Mackin
/s/ Craig G. Matthews* Director March 5, 2004
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Craig G. Matthews
/s/ Homer A. Neal* Director March 5, 2004
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Homer A. Neal
/s/ Robert E. Smith* Director March 5, 2004
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Robert E. Smith
/s/ Joseph A. Tato* Director March 5, 2004
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Joseph A. Tato
/s/ Helmut F.O. Volcker* Director March 5, 2004
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Helmut F.O. Volcker
/s/ Robert R. Womack* Director March 5, 2004
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Robert R. Womack
* Pursuant to a Power of Attorney filed as an exhibit hereto.
Pursuant to the requirements of the Securities Act of 1933, The Ogden
401(K) Plan has duly caused this Registration Statement to be signed on its
behalf of the undersigned members of the Administrative Committee of The Ogden
401(K) Plan thereunto duly authorized, in the City of Fairfield, State of New
Jersey on the 5th day of March, 2004.
ADMINISTRATIVE COMMITTEE
By:
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Plan Administrator