AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 2002
REGISTRATION NO. 333-87116
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYNAGRO TECHNOLOGIES, INC.
(AND ITS SUBSIDIARIES IDENTIFIED ON THE FOLLOWING PAGE)
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 4953 76-0511324
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</Table>
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1800 BERING DRIVE, SUITE 1000
HOUSTON, TEXAS 77037
(713) 369-1700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
ALVIN L. THOMAS II
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
SYNAGRO TECHNOLOGIES, INC.
1800 BERING DRIVE, SUITE 1000
HOUSTON, TEXAS 77037
(713) 369-1700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
DAVID F. TAYLOR
LOCKE LIDDELL & SAPP LLP
3400 JP MORGAN CHASE TOWER
600 TRAVIS STREET
HOUSTON, TEXAS 77002-3095
(713) 226-1200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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TABLE OF ADDITIONAL REGISTRANTS
<Table>
<Caption>
STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER
EXACT NAME OF REGISTRANT INCORPORATION OR CLASSIFICATION IDENTIFICATION
AS SPECIFIED IN ITS CHARTER* ORGANIZATION CODE NUMBER NUMBER
- ---------------------------- ---------------- ---------------- ---------------
Composting Corporation of America.............. Arkansas 4953 None
Environmental Protection & Improvement Company,
Inc. ........................................ New Jersey 4953, 4212 22-1922397
Fairhaven Residual Systems, Inc. .............. Delaware 4953 06-1450050
Fairhaven Residuals, Limited Partnership....... Delaware 4953 06-1450051
Future -- Tech Environmental Services, Inc..... California 68-0281821
NETCO-Connecticut, Inc. ....................... Connecticut 4953 06-1345532
NETCO-Residuals Management Systems, Inc. ...... Delaware 4953 06-1391602
NETCO-Residuals Management, Limited
Partnership.................................. Delaware 4953 06-1392669
NETCO-Waterbury Systems, Inc., f/k/a
NETCO-Waterbury, Inc. ......................... Delaware 4953 06-1372032
NETCO-Waterbury, Limited Partnership........... Delaware 4953 06-1375202
New England Treatment Company, Inc. ........... Rhode Island 4953 06-1201634
New Haven Residuals Systems, Inc. ............. Delaware 4953 06-1432757
New Haven Residuals, Limited Partnership....... Delaware 4953 06-1432758
New York Organic Fertilizer Company............ New York 4953 36-4148694
NYOFCO Holdings Inc. .......................... Delaware 4953 36-4122352
Organi-Gro, Inc. .............................. Arkansas 4953 None
Providence Soils, LLC.......................... Rhode Island 4953 06-1559061
Residual Technologies Systems, Inc. ........... Delaware 4953 06-1439485
Residual Technologies, Limited Partnership..... Delaware 4953 06-1439486
Residuals Processing, Inc. .................... California 4953 76-0366005
Soaring Vista Properties, Inc. ................ Maryland 6531 52-1444015
ST Interco, Inc. .............................. Delaware 4953 None
Synagro -- Baltimore L.L.C..................... Maryland 4953 36-4097600
Synagro Composting Company of California,
Inc. ........................................ California 4953 33-0267671
Synagro Delaware, Inc. ........................ Delaware 4953 51-0405181
Synagro Digestion, Inc. ....................... California 4953 33-0979381
Synagro Management, L.P........................ Texas 8741 76-0664546
Synagro Mid-Atlantic, Inc. .................... Delaware 4953 76-0612565
Synagro Midwest -- Enviroland, Inc., f/k/a
Enviroland, Inc. ............................ Michigan 4953 38-2589060
Synagro Midwest, Inc. ......................... Delaware 4953 76-0612568
Synagro Northeast, Inc. ....................... Delaware 4953 76-0612564
Synagro of California, Inc. ................... Arizona 4953 86-0468598
Synagro of Florida-A&J, Inc. .................. Florida 4953 65-0751886
Synagro of Florida-Anti-Pollution, Inc. ....... Florida 4953 74-2917159
Synagro of Florida-Davis Water, Inc. .......... Florida 4953 59-2210462
Synagro of Florida-Ecosystems, Inc. ........... Florida 4953 59-2580855
Synagro of Michigan, Inc. ..................... Michigan 4953 38-3028422
Synagro of Minnesota -- Rehbein, Inc. ......... Minnesota 4953 41-1507969
Synagro of North Carolina-Amsco, Inc. ......... North Carolina 4953 76-0605487
Synagro of North Carolina-EWR, Inc. ........... North Carolina 4953 56-2110110
</Table>
<Table>
<Caption>
STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER
EXACT NAME OF REGISTRANT INCORPORATION OR CLASSIFICATION IDENTIFICATION
AS SPECIFIED IN ITS CHARTER* ORGANIZATION CODE NUMBER NUMBER
- ---------------------------- ---------------- ---------------- ---------------
Synagro of Texas-CDR, Inc. .................... Texas 4953 74-2648566
Synagro of Texas-Vital-Cycle, Inc. ............ Wisconsin 4953 39-1763997
Synagro of Wisconsin, Inc. .................... Wisconsin 4953 39-1446277
Synagro Southeast, Inc. ....................... Delaware 4953 74-2924511
Synagro Southwest, Inc. ....................... Delaware 4953 76-0612567
Synagro Texas, Inc. ........................... Texas 4953 76-0664372
Synagro West, Inc. ............................ Delaware 4953 76-0612566
Synagro-WWT, Inc., f/k/a Wheelabrator Water
Technologies, Inc. .......................... Maryland 4953 52-1130492
Synagro WCWNJ, Inc., f/k/a Wheelabrator Clean
Water New Jersey , Inc. ..................... Delaware 4953 36-3960817
</Table>
- ---------------
* Addresses and telephone numbers of principal executive offices are the same as
that of Synagro Technologies, Inc.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
DELAWARE REGISTRANTS
The following registrants are corporations incorporated in the state of
Delaware: Fairhaven Residual Systems, Inc.; NETCO-Residuals Management Systems,
Inc.; NETCO-Waterbury Systems, Inc., f/k/a NETCO-Waterbury, Inc.; New Haven
Residuals Systems, Inc.; NYOFCO Holdings Inc.; Residual Technologies Systems,
Inc.; ST Interco, Inc.; Synagro Delaware, Inc.; Synagro Mid-Atlantic, Inc.;
Synagro Midwest, Inc.; Synagro Northeast, Inc.; Synagro Southeast, Inc.; Synagro
Southwest, Inc.; Synagro West, Inc.; and Synagro WCWNJ, Inc., f/k/a Wheelabrator
Clean Water New Jersey, Inc.
Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. Synagro
Technologies, Inc. maintains policies insuring its and its subsidiaries'
officers and directors against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933, as amended.
Synagro Technologies, Inc.'s Restated Certificate of Incorporation
eliminates in certain circumstances the monetary liability of directors of
Synagro Technologies Inc. for a breach of their fiduciary duty as directors.
These provisions do not eliminate the liability of a director (1) for a breach
of the director's duty of loyalty to the corporation or its stockholders; (2)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of law; (3) under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Delaware General Corporation Law); or
(4) for transactions from which the director derived an improper personal
benefit.
Article V of the Amended and Restated By-Laws of Synagro Technologies, Inc.
provides for indemnification of any person who is, or is threatened to be made,
a witness in or a party to any proceeding by reason of the fact that he is or
was an Agent, as defined in the Amended and Restated By-laws. Article V provides
that the corporation will indemnify its present and former directors, officers,
employees and agents against expenses and liabilities incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such positions so long as they acted in good
faith and in a manner they
II-1
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action,they had no reasonable
cause to believe their conduct was unlawful. With respect to suits by or in the
right of a corporation, however, indemnification is not available if such person
is adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate. In addition, Article V of the Amended and
Restated By-laws authorizes the corporation to purchase and maintain insurance
for such persons. Article V of the Amended and Restated By-laws also expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted to present and former Agents, under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
The certificates of incorporation and/or bylaws of each of the other
Delaware corporate registrants provide that such registrant indemnify its
officers and directors as currently provided by Delaware law.
ARIZONA REGISTRANT
Synagro of California, Inc. is a corporation incorporated in the state of
Arizona. Sections 10-850 - 10-858 of the Arizona Revised Statutes grant Synagro
of California, Inc. broad powers to indemnify any person in connection with
legal proceedings brought against him by reason of his present or past status as
an officer or director of Synagro of California, Inc., provided that the person
acted in good faith and in a manner he reasonably believed to be in (when acting
in an official capacity) or not opposed to (when acting in all other
circumstances) the best interests of Synagro of California, Inc., and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The statute also gives Synagro of California, Inc.
powers to indemnify any such person against reasonable expenses in connection
with any action by or in the right of Synagro of California, Inc., provided the
person acted in good faith and in a manner he reasonably believed to be in (when
acting in an official capacity) or not opposed to (when acting in all other
circumstances) the best interests of Synagro of California, Inc., except that no
indemnification may be made if such person is adjudged to be liable to Synagro
of California, Inc., or in connection with any proceeding charging improper
personal benefit to the director whether or not involving action in the
director's official capacity, in which the director was held liable on the basis
that the personal benefit was improperly received by the director. In addition,
to the extent that any such person is successful in the defense of any such
legal proceeding, Synagro of California, Inc. is required by the statute to
indemnify him against expenses, including attorneys' fees, that are actually and
reasonably incurred by him in connection therewith.
The Bylaws of Synagro of California, Inc. provide that Synagro of
California, Inc. shall, to the full extent permitted by the laws of the state of
Arizona, indemnify all directors whom it has the power to indemnify pursuant
thereto.
ARKANSAS REGISTRANTS
Composting Corporation of America and Organi-Gro, Inc. are corporations
incorporated in the state of Arkansas. Section 4-27-850 of the Arkansas Business
Corporation Act permits an Arkansas corporation to indemnify directors,
officers, employees and agents under some circumstances, and mandates
indemnification under certain limited circumstances. The Arkansas Business
Corporation Act permits a corporation to indemnify a director, officer,
employee, or agent for expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification against
expenses incurred by a director, officer, employee or agent in connection with
his defense of a proceeding against such person for actions in such capacity is
mandatory to the extent that such person has been successful on the merits. If a
director, officer, employee, or agent is determined to be liable to the
corporation, indemnification for expenses is not allowable, subject to limited
exceptions where a court deems the award of expenses appropriate. The Arkansas
Business Corporation Act grants express power to an Arkansas corporation to
purchase liability insurance for its directors, officers, employees and agents
regardless of whether any such person is otherwise eligible for indemnification
by the corporation. Advancement of expenses is permitted, but a person receiving
such advances must repay those expenses if it is ultimately determined that he
is not entitled to indemnifications.
II-2
The articles of incorporation and/or bylaws of each of the Arkansas
registrants provide that such registrant indemnify its directors to the maximum
extent allowed by Arkansas law.
CALIFORNIA REGISTRANTS
The following registrants are corporations incorporated in the state of
California: Future -- Tech Environmental Services, Inc.; Residuals Processing,
Inc.; Synagro Composting Company of California, Inc.; and Synagro Digestions,
Inc. Section 204 of the California Corporations Code provides that a corporation
may set forth in its articles of incorporation provisions (i) eliminating or
limiting the personal liability of a director for monetary damages in an action
brought by or in the right o the corporation for breach of a director's duties
to the corporation and its shareholders, as set forth in Section 309 of the
California Corporations Code, so long as such indemnification is subject to
certain limitations and conditions as provided therein and (ii) authorizing,
whether by bylaw, agreement or otherwise, the indemnification of agents (as
defined in Section 317 of the California Corporations Code) in excess of that
expressly permitted by Section 317 for those agents of the corporation for
breach of duty to the corporation and its stockholders, so long as such
indemnification is subject to certain limitations and conditions as provided
therein.
Section 317 of the California Corporations Code provides that a corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding (other than an action by or in
the right of the corporation to procure a judgment in its favor) by reason of
the fact that the person is or was an agent of the corporation, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interest of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful. This section
also provides that a corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action by or in the right of the corporation to procure a
judgment in its power by reason of the fact that the person is or was an agent
of the corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of the actions if that
person acted in good faith, in a manner the person believed to be in the best
interests of the corporation and its shareholders, where such indemnification is
subject to certain limitations and conditions as provided therein.
The articles of incorporation and/or bylaws of each of the California
registrants provide that such registrant may indemnify its officers and
directors to the maximum extent allowed by California law.
CONNECTICUT REGISTRANT
NETCO-Connecticut, Inc. is a corporation incorporated in the state of
Connecticut. Section 33-772 of the Connecticut Business Corporation Act provides
that a corporation must indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a party
because he was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. In addition, Section 33-771
of the Connecticut Business Corporation Act permits Connecticut corporations to
indemnify an individual who is a party to a proceeding because he is a director
against liability incurred in the proceeding if: (A) he conducted himself in
good faith; (B) he reasonably believed (i) in the case of conduct in his
official capacity, that his conduct was in the best interests of the
corporation: and (ii) in all other cases, that his conduct was at least not
opposed to the best interests of the corporation; and (C) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Section 33-776 of the Connecticut Business Corporation Act provides
that a Connecticut corporation may indemnify an officer, employee or agent of
the corporation who is a party to a proceeding because he is an officer,
employee or agent of the corporation to the same extent that a director may be
indemnified under Section 33-771 of the Connecticut Business Corporation Act,as
described above. An officer, employee or agent of a Connecticut corporation who
is not a director is entitled to mandatory indemnification under Section 33-772
to the same extent to which a director may be entitled to indemnification under
such Section, as described above.
II-3
NETCO-Connecticut, Inc.'s articles of incorporation and bylaws provide that
such registrant shall have the power to indemnify its officers and directors as
provided by Connecticut law.
FLORIDA REGISTRANTS
The following corporations are incorporated in the state of Florida:
Synagro of Florida-A&J, Inc.; Synagro of Florida-Anti-Pollutions, Inc., Synagro
of Florida-Davis Water, Inc.; and Synagro of Florida-Ecosystems, Inc. Section
607.0850(1) of the Florida Business Corporation Act permits the indemnification
of directors, employees, officers and agents of a Florida corporation.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies including injunctive or other forms
of non-monetary relief will remain available. In addition, each director will
continue to be subject to liability for: (i) violations of criminal laws, unless
the director has reasonable cause to believe that his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful; (ii) deriving an
improper personal benefit from a transaction; (iii) voting for or assenting to
an unlawful distribution; and (v) willful misconduct or conscious disregard for
our best interests in a proceeding by or in our right to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder.
The effect of the Florida Business Corporation Act, the articles of
incorporation and/or bylaws of the Florida registrants is to require such
corporations to indemnify its officers and directors for any claim arising
against those persons in their official capacities if the person acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The articles of incorporation and/or bylaws of each of the Florida
registrants provide that such registrant indemnify its officers and directors to
the maximum extent allowed by Florida law.
MARYLAND REGISTRANTS
Soaring Vista Properties, Inc. and Synagro WCWNJ, Inc., f/k/a Wheelabrator
Clean Water New Jersey, Inc. are corporations incorporated in the state of
Maryland. Section 2-418 of the Maryland General Corporation law provides for the
indemnification of directors and officers of a Maryland corporation. In general,
indemnification is permitted against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred in connection with a proceeding if a
director acted in good faith, reasonably believed his conduct to be in the best
interests of the corporation, and, in the case of a criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful. In addition,
indemnification may, unless limited by the corporation's charter, include
reasonable expenses incurred by a director in connection with a proceeding in
which the director's defense was successful, on the merits or otherwise.
Indemnification may be required under certain other circumstances as well, upon
application to a court of appropriate jurisdiction. Unless limited by a
corporation's charter, officers are required to be indemnified to the same
extent that directors are required to be indemnified.
The articles of incorporation and/or bylaws of each of the Maryland
registrants provide that such registrant indemnify its officers and directors to
the maximum extent allowed by Maryland law.
Synagro-Baltimore L.L.C. is a limited liability company formed in the state
of Maryland. Section 4A-203 of the Maryland Limited Liability Company Act
provides that unless otherwise provided by law or its articles of organization,
a limited liability company has the general powers, whether or not set forth in
its articles of organization, to indemnify and hold harmless any member, agent
or employee from and against any and all claims and demands, except in the case
of action or failure to act by the member, agent or employee which constitutes
willful misconduct or recklessness, and subject to the standards and
restrictions, if any, set froth in the articles of organization or operating
agreement. The limited liability company agreement of Synagro-Baltimore L.L.C.
provides that Synagro-Baltimore L.L.C. indemnify its managers to the maximum
extent allowed by Maryland law.
II-4
MICHIGAN REGISTRANTS
Synagro Midwest -- Enviroland, Inc., f/k/a/ Enviroland, inc. and Synagro of
Michigan, Inc. are corporations incorporated in the state of Michigan. Under
Sections 561-571 of the Michigan Business Corporation Act, directors and
officers of a Michigan corporation may be entitled to indemnification by the
corporation against judgments, expenses, fines and amounts paid by the director
or officer in settlement of claims brought against them by third persons or by
or in the right of the corporation if those directors and officers acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation or its shareholders.
The articles of incorporation and/or bylaws of each of the Michigan
registrants provide that such registrant indemnify its officers and directors as
allowed by Michigan law.
MINNESOTA REGISTRANT
Synagro of Minnesota -- Rehbein, Inc. is a corporation incorporated in the
state of Minnesota. Unless prohibited in a corporation's articles or bylaws,
Minnesota Statutes sec.302A.521 requires indemnification of officers, directors,
employees and agents, under certain circumstances, against judgments, penalties,
fines, settlements and reasonable expenses (including attorney's fees and
disbursements) incurred by such person in connection with a threatened or
pending proceeding with respect to the acts or omissions of such person in his
official capacity. The general effect of Minnesota Statutes sec.302A.521 is to
require Synagro of Minnesota -- Rehbein, Inc. to reimburse (or pay on behalf of)
directors and officers of Synagro of Minnesota -- Rehbein, Inc. any personal
liability that may be imposed for certain acts performed in their capacity as
directors and officers of Synagro of Minnesota -- Rehbein, Inc., except where
such persons have not acted in good faith.
The Articles of Incorporation and/or Bylaws of Synagro of
Minnesota -- Rehbein, Inc. provide for such indemnification to the maximum
extent permitted by Minnesota law.
NEW JERSEY REGISTRANT
Environmental Protection & Improvement Company, Inc. is a corporation
incorporated in the state of New Jersey. The New Jersey Business Corporation Act
provides that a New Jersey corporation has the power to indemnify a director or
officer against his expenses and liabilities in connection with any proceeding
involving the director or officer by reason of his being or having been such a
director or officer, other than a proceeding by or in the right of the
corporation, if such a director or officer acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his conduct was unlawful.
The New Jersey Business Corporation Act further provides that
indemnification and advancement of expenses shall not exclude any other rights,
including the right to be indemnified against liabilities and expenses incurred
in proceedings by or in the right of the corporation, to which a director or
officer may be entitled under a certificate of incorporation, by-law, agreement,
vote of shareholders, or otherwise; provided that no indemnification shall be
made to or on behalf of a director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, (b) were not in good faith or involved a knowing violation of law
or (c) resulted in receipt by the director or officer of an improper personal
benefit.
Environmental Protection & Improvement Company, Inc.'s articles of
incorporation and bylaws provide that such registrant indemnify its officers and
directors to the maximum extent allowed by New Jersey law.
NORTH CAROLINA REGISTRANTS
Synagro of North Carolina -- Amsco, Inc. and Synagro of North
Carolina -- EWR, Inc. are corporations incorporated in the state of North
Carolina. Sections 55-8-50 through 55-8-58 of the revised North Carolina
Business Corporation Act contain specific provisions relating to indemnification
of directors and officers of North Carolina corporations. In general, the
statutes provide that (i) a corporation must indemnify a director or officer who
is wholly successful in his defense of a proceeding to which he is a party
because of his
II-5
status as such, unless limited by the articles of incorporation and (ii) a
corporation may indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided by statute that the director or
officer meets a certain standard of conduct, provided when a director or officer
is liable to the corporation or is adjudged liable on the basis that personal
benefit was improperly received by him, the corporation may not indemnify him. A
director or officer of a corporation who is a party to a proceeding also may
apply to the courts for indemnification, unless the articles of incorporation
provide otherwise, and the court may order indemnification under certain
circumstances set forth in the statute. A corporation may, in its articles of
incorporation or bylaws or by contract or resolution, provide indemnification in
addition to that provided by statute, subject to certain conditions.
The Bylaws of each of the North Carolina registrants provide that such
registrants indemnify its officers and directors to the maximum extent allowed
by North Carolina law. The articles of incorporation of each of the North
Carolina registrants provide for the elimination of the personal liability of
each director of the company to the fullest extent permitted by North Carolina
law.
RHODE ISLAND REGISTRANTS
New England Treatment Company, Inc. is a corporation incorporated in the
state of Rhode Island. The Rhode Island Business Corporation Law requires Rhode
Island corporations to indemnify directors, officers, employees or agents
against judgments, fines, reasonable costs, expenses and counsel fees paid or
incurred in connection with any proceeding to which such director, officer,
employee or agent or his legal representative may be a party (or for testifying
when not a party) by reason of his being a director, officer, employee or agent,
provided that such director, officer, employee or agent shall have acted in good
faith and shall have reasonably believed (a) if he was acting in his official
capacity that his conduct was in the New England Treatment Company, Inc.'s best
interest, (b) in all other cases that his conduct was at least not opposed to
its best interest, and (c) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
The New England Treatment Company, Inc.'s bylaws provide that the New
England Treatment Company may indemnify its officers and directors to the
maximum extent allowed by Rhode Island law.
Providence Soils LLC is a limited liability company formed in the state of
Rhode Island. Section 7-16-4 of the Rhode Island Limited Liability Company Act
provides that a limited liability company has the power to indemnify and advance
expenses to any member, manager, agent or employee, past or present, to the same
extent as a corporation formed under the Rhode Island Business Corporations Act
may indemnify any of its directors, officers, employees or agents and subject to
the standards and restrictions, if any , set forth in the articles of
organization or operating agreement, against any liability asserted against him
and incurred by the member, manager, agent or employee in that capacity or
arising out of the member's, manager's, agent's or employee's status, whether or
not the limited liability company would have the power to indemnify under the
provisions of the Rhode Island Limited Liability company Act, the articles of
organization or operating agreement. The limited liability company agreement of
Providence Soils LLC provides that Providence Soils LLC indemnify its managers
to the maximum extent allowed by Rhode Island law.
TEXAS REGISTRANTS
Synagro of Texas-CDR, Inc. and Synagro Texas, Inc. are corporations
incorporated in the state of Texas. Article 2.02-1 of the Texas Business
Corporation Act provides that a corporation may indemnify any director or
officer who was, is or is threatened to be made a named defendant or respondent
in a proceeding because he is or was a director or officer, provided that the
director or officer (i) conducted himself in good faith, (ii) reasonably
believed (a) in the case of conduct in his official capacity, that his conduct
was in the corporation's best interests, and/or (b) in other cases, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, has no reasonable cause to believe his
conduct was unlawful.
Subject to certain exceptions, a director or officer may not be indemnified
if he is found liable to the corporation or if he is found liable on the basis
that he improperly received a personal benefit. Under Texas
II-6
law, reasonable expenses incurred by a director or officer may be paid or
reimbursed by the corporation in advance of a final disposition of the
proceeding after the corporation receives a written affirmation by the director
or officer of his good faith belief that he has met the standard of conduct
necessary for indemnification and a written undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined that the
director or officer is not entitled to indemnification by the corporation. Texas
law requires a corporation to indemnify a director or officer against reasonable
expenses incurred in connection with the proceeding to which such director or
officer is named defendant or respondent because he is or was a director or
officer if he is wholly successful in defense of the proceeding.
The bylaws of Synagro of Texas-CDR, Inc. provide for the indemnification of
its officers and directors to the maximum extent allowed by Texas law. The
articles of incorporation and bylaws of Synagro Texas, Inc. are silent as to
indemnification.
WISCONSIN REGISTRANTS
Synagro of Texas-Vital-Cycle, Inc. and Synagro of Wisconsin, Inc. are
corporations incorporated in the state of Wisconsin. Sections 180.0850 through
180.0859 of the Wisconsin Statutes require indemnification of directors,
officers, employees, and agents of a Wisconsin corporation, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he was a director or officer of the corporation. In general, such
indemnification is required unless it is determined that such person breached or
failed to perform a duty owed to the corporation and the breach or failure to
perform constitutes: (i) a willful failure to deal fairly with the corporation
or its shareholders in connection with a matter in which the director or officer
has a material conflict of interest; (ii) a violation of criminal law, unless
the director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the corporations articles of incorporation, bylaws, any written agreement
or a resolution of the board of directors or shareholders.
The bylaws of each of the Wisconsin registrants provide for the
indemnification of each director of the company to the fullest extent permitted
by Wisconsin law.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Synagro Technologies, Inc. has purchased directors and officers liability
insurance that would indemnify the directors and officers of Synagro
Technologies, Inc. against damages arising out of certain kinds of claims that
might be made against them based on their negligent acts or omissions while
acting in their capacity as such.
GENERAL
The above discussion of the organizational documents of the Registrants and
the laws of the jurisdictions of incorporation or organization of the
Registrants, as applicable, is not intended to be exhaustive and is respectively
qualified in its entirety by such organizational documents and laws.
With respect to possible indemnification of directors, officers and
controlling persons of the Registrants for liabilities arising under the
Securities Act pursuant to such provisions, the Registrants are aware that the
Commission has publicly taken the position that such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
II-7
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following instruments and documents are included as Exhibits to this
Registration Statement.
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
1** Purchase Agreement, dated as of April 8, 2002, among Synagro
Technologies Inc., the guarantors signatory thereto, Lehman
Brothers Inc. and Banc of America Securities LLC (filed as
Exhibit 1 to the Current Report on Form 8-K of Synagro
Technologies Inc. filed on April 18, 2002 and incorporated
herein by reference)
3.1* Restated Certificate of Incorporation of Synagro
Technologies, Inc. (filed as Exhibit 3.1 to Post-Effective
Amendment No. 1 to Registration Statement No. 33-95028 of
Synagro Technologies, Inc. dated October 25, 1996 and
incorporated herein by reference)
3.2* Amended and Restated Bylaws of Synagro Technologies, Inc. as
of January 27, 2000 (filed as Exhibit 3.2 to the Annual
Report on Form 10-K of Synagro Technologies Inc. for the
Fiscal Year Ended December 31, 2001)
3.3** Certificate of Formation of Atlanta Residuals Company, LLC
dated June 8, 2001
3.4** Limited Liability Company Agreement of Atlanta Residuals
Company, LLC dated June 12, 2001
3.5** Composite Articles of Incorporation of Composting
Corporation of America as of December 6, 2000
3.6** Amended and Restated Bylaws of Composting Corporation of
America as of September 23, 1998
3.7** Composite Certificate of Incorporation of Environmental
Protection & Improvement Company, Inc. as of June 12, 1998
3.8** Amended and Restated Bylaws of Environmental Protection &
Improvement Company, Inc. as of June 15, 2000
3.9** Composite Certificate of Incorporation of Fairhaven Residual
Systems, Inc. as of December 6, 2000
3.10** Bylaws of Fairhaven Residual Systems, Inc. as of March 15,
1996
3.11** Composite Certificate of Limited Partnership of Fairhaven
Residuals, Limited Partnership as of December 5, 2000
3.12** Restated Partnership Agreement of Fairhaven Residuals,
Limited Partnership as of January 27, 2000
3.13** Articles of Incorporation of Future-Tech Environmental
Services, Inc. dated August 11, 1992
3.14** Amended and Restated Bylaws of Future-Tech Environmental
Services, Inc. as of May 1, 1999
3.15** Composite Certificate of Incorporation of NETCO-Connecticut,
Inc. as of December 8, 2000
3.16** Amended and Restated Bylaws of NETCO-Connecticut, Inc. as of
June 8, 1993
3.17** Composite Certificate of Incorporation of NETCO-Residuals
Management Systems, Inc. as of December 6, 2000
3.18** Amended and Restated Bylaws of NETCO-Residuals Management
Systems, Inc. as of June 13, 1995
3.19** Certificate of Limited Partnership of NETCO-Residuals
Management, Limited Partnership dated December 5, 2000
3.20** Restated Partnership Agreement of NETCO-Residuals
Management, Limited Partnership as of January 27, 2000
3.21** Composite Certificate of Incorporation of NETCO-Waterbury
Systems, Inc. as of December 6, 2000
3.22** Amended and Restated Bylaws of NETCO-Waterbury Systems, Inc.
as of June 13, 1995
3.23** Certificate of Limited Partnership of NETCO-Waterbury,
Limited Partnership dated December 5, 2000
3.24** Restated Partnership Agreement of NETCO-Waterbury, Limited
Partnership as of January 27, 2000
</Table>
II-8
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
3.25** Composite Articles of Incorporation of New England Treatment
Company, Inc. as of February 13, 1998
3.26** Amended and Restated Bylaws of New England Treatment
Company, Inc. as of June 8, 1993
3.27** Composite Certificate of Incorporation of New Haven
Residuals Systems, Inc. as of December 6, 2000
3.28** Bylaws of New Haven Residuals Systems, Inc. as of August 28,
1995
3.29** Certificate of Limited Partnership of New Haven Residuals,
Limited Partnership as of December 5, 2000
3.30** Restated Partnership Agreement of New Haven Residuals,
Limited Partnership as of January 27, 2000
3.31** Amended Business Certificate New York Organic Fertilizer
Company dated April 15, 2002
3.32** Composite General Partnership Agreement of New York Organic
Fertilizer Company as of January 27, 2000
3.33** Composite Certificate of Incorporation of NYOFCO Holdings,
Inc. as of December 6, 2000
3.34** Amended and Restated Bylaws of NYOFCO Holdings, Inc. as of
May 1, 1999
3.35** Composite Articles of Incorporation of Organi-Gro, Inc. as
of December 8, 2000
3.36** Amended and Restated Bylaws of Organi-Gro, Inc. as of May 1,
2000
3.37** Composite Articles of Organization of Providence Soils, LLC
dated October 4, 1999
3.38** Operating Agreement of Providence Soils, LLC dated January
27, 2000
3.39** Composite Certificate of Incorporation of Residual
Technologies Systems, Inc. as of December 6, 2000
3.40** Bylaws of Residual Technologies Systems, Inc. as of October
23, 1995
3.41** Composite Certificate of Limited Partnership of Residual
Technologies, Limited Partnership as of December 6, 2000
3.42** Restated Partnership Agreement of Residual Technologies,
Limited Partnership as of January 27, 2000
3.43** Composite Articles of Incorporation of Residuals Processing,
Inc. as of April 28, 1992
3.44** Bylaws of Residuals Processing, Inc. as of January 31, 1991
3.45** Composite Articles of Incorporation of Soaring Vista
Properties, Inc. as of December 7, 2000
3.46** Restated Bylaws of Soaring Vista Properties, Inc. dated May
1, 1999
3.47** Composite Certificate of Incorporation of ST Interco, Inc.
as of December 6, 2000
3.48** Amended and Restated Bylaws of ST Interco, Inc. as of
September 23, 1998
3.49** Composite Articles of Organization Synagro -- Baltimore
L.L.C. as of December 8, 2000
3.50** Restated Limited Liability Company Agreement of
Synagro -- Baltimore L.L.C. as of August 14, 2000
3.51** Composite Articles of Incorporation of Synagro Composting
Company of California, Inc. as of April 14, 1999
3.52** Amended and Restated Bylaws of Synagro Composting Company of
California, Inc. as of May 1, 2000
3.53** Corrected Certificate of Incorporation of Synagro Delaware,
Inc. dated December 28, 2000
3.54** Bylaws of Synagro Delaware, Inc. dated December 14, 2000
3.55** Articles of Incorporation of Synagro Digestion, Inc. dated
July 17, 2001
3.56** Bylaws of Synagro Digestion, Inc. dated July 17, 2001
3.57** Certificate of Limited Partnership of Synagro Management,
L.P. dated December 20, 2000
3.58** Partnership Agreement of Synagro Management, L.P. as of
December 20, 2000
3.59** Composite Certificate of Incorporation of Synagro
Mid-Atlantic, Inc. as of December 6, 2000
</Table>
II-9
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
3.60** Bylaws of Synagro Mid-Atlantic, Inc. as of June 29, 1999
3.61** Composite Certificate of Incorporation of Synagro
Midwest -- Enviroland, Inc. as of December 15, 2000
3.62** Restated Bylaws of Synagro Midwest -- Enviroland, Inc. as of
May 1, 1999
3.63** Composite Certificate of Incorporation of Synagro Midwest,
Inc. as of December 7, 2000
3.64** Bylaws of Synagro Midwest, Inc. as of June 23, 1999
3.65** Composite Certificate of Incorporation of Synagro Northeast,
Inc. as of December 7, 2000
3.66** Bylaws of Synagro Northeast, Inc. as of June 23, 1999
3.67** Composite Articles of Incorporation of Synagro of
California, Inc. as of December 7. 2000
3.68** Amended and Restated Bylaws of Synagro of California, Inc.
as of May 1, 2000
3.69** Composite Articles of Incorporation of Synagro of
Florida-A&J, Inc. as of October 11, 1999
3.70** Amended and Restated Bylaws of Synagro of Florida-A&J, Inc.
as of May 1, 2000
3.71** Composite Articles of Incorporation of Synagro of
Florida-Anti Pollution, Inc. as of April 23, 1999
3.72** Amended and Restated Bylaws of Florida-Anti Pollution, Inc.
as of May 1, 2000
3.73** Composite Articles of Incorporation of Synagro of
Florida-Davis Water, Inc. as of March 3, 2000
3.74** Amended and Restated Bylaws of Synagro of Florida-Davis
Water, Inc. as of February 29, 2000
3.75** Composite Articles of Incorporation of Synagro of
Florida-Ecosystems, Inc. as of March 3, 2000
3.76** Amended and Restated Bylaws of Synagro of
Florida-Ecosystems, Inc. as of February 29, 2000
3.77** Composite Articles of Incorporation of Synagro of Michigan,
Inc. as of May 23, 2000
3.78** Amended and Restated Bylaws of Synagro of Michigan, Inc. as
of May 1, 2000
3.79** Composite Articles of Incorporation of Synagro of
Minnesota -- Rehbein, Inc. as of February 28, 2001
3.80** Amended and Restated Bylaws of Synagro of
Minnesota -- Rehbein, Inc. as of April 5, 2000
3.81** Composite Articles of Incorporation of Synagro of North
Carolina-Amsco, Inc. as of April 30, 1999
3.82** Amended and Restated Bylaws of Synagro of North
Carolina-Amsco, Inc. as of May 1, 2000
3.83** Composite Articles of Incorporation of Synagro of North
Carolina-EWR, Inc. as of June 3, 1999
3.84** Amended and Restated Bylaws of Synagro of North
Carolina-EWR, Inc. as of May 1, 2000
3.85** Composite Restated Articles of Incorporation of Synagro of
Texas-CDR, Inc. as of February 16, 2001
3.86** Amended and Restated Bylaws of Synagro of Texas-CDR, Inc. as
of May 1, 2000
3.87** Composite Articles of Incorporation of Synagro of
Texas-Vital Cycle, Inc. as of June 3, 1999
3.88** Amended and Restated Bylaws of Synagro of Texas-Vital Cycle,
Inc. as of May 1, 2000
3.89** Composite Articles of Incorporation of Synagro of Wisconsin,
Inc. as of June 3, 1999
3.90** Amended and Restated Bylaws of Synagro of Wisconsin, Inc. as
of May 1, 2000
3.91** Composite Certificate of Incorporation of Synagro Southeast,
Inc. as of December 7, 2000
3.92** Bylaws of Synagro Southeast, Inc. as of April 22, 1999
3.93** Composite Certificate of Incorporation of Synagro Southwest,
Inc. as of December 7, 2000
3.94** Bylaws of Synagro Southwest, Inc. as of June 23, 1999
3.95** Articles of Incorporation of Synagro Texas, Inc. November 3,
2000
3.96** Amended and Restated Bylaws of Synagro Texas, Inc. dated
November 3, 2000
3.97** Composite Certificate of Incorporation of Synagro West, Inc.
as of December 7, 2000
3.98** Bylaws of Synagro West, Inc. as of June 23, 1999
3.99** Composite Articles of Incorporation of Synagro-WWT, Inc. as
of December 8, 2000
</Table>
II-10
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
3.100** Amended and Restated Bylaws of Synagro-WWT, Inc. as of May
1, 1999
3.101** Composite Certificate of Incorporation of Synagro WCWNJ,
Inc. as of December 7, 2000
3.102** Amended and Restated Bylaws of Synagro WCWNJ, Inc. as of May
1, 1999
4.1* Indenture, dated as of April 17, 2002, among Synagro
Technologies, Inc., the guarantors signatory thereto, and
Wells Fargo Bank Minnesota, National Association, as
trustee, relating to the 9 1/2% Senior Subordinated Notes
due 2009 (filed as Exhibit 4.1 to the Current Report on Form
8-K of Synagro Technologies, Inc. filed on April 18, 2002
and incorporated herein by reference)
4.2* Exchange and Registration Rights Agreement, dated as of
April 17, 2002, among Synagro Technologies, Inc., the
guarantors signatory thereto, Lehman Brothers Inc. and Banc
of America Securities LLC (filed as Exhibit 4.2 to the
Current Report on Form 8-K of Synagro Technologies, Inc.
filed on April 18, 2002 and incorporated herein by
reference)
4.3* Synagro Technologies Inc.'s Note in permanent global form,
registered in the name of Cede &Co., as nominee of The
Depository Trust Company, in its capacity as depository,
having an aggregate principal amount of $149,400,000 (filed
as Exhibit 4.3 to the Current Report on Form 8-K of Synagro
Technologies, Inc. filed on April 18, 2002 and incorporated
herein by reference)
4.4* Synagro Technologies Inc.'s Note in permanent global form,
registered in the name of Cede &Co., as nominee of The
Depository Trust Company, in its capacity as depository,
having an aggregate principal amount of $600,000 (filed as
Exhibit 4.4 to the Current Report on Form 8-K of Synagro
Technologies, Inc. filed on April 18, 2002 and incorporated
herein by reference)
4.5* Synagro Technologies Inc.'s Note in permanent global form,
registered in the name of Cede &Co., as nominee of The
Depository Trust Company, in its capacity as depository,
having an aggregate principal amount of $0 (filed as Exhibit
4.5 to the Current Report on Form 8-K of Synagro
Technologies, Inc. filed on April 18, 2002 and incorporated
herein by reference)
4.6* Notation of Guaranty dated as of April 17, 2002, by the
guarantors signatory thereto (filed as Exhibit 4.6 to the
Current Report on Form 8-K of Synagro Technologies, Inc.
filed on April 18, 2002 and incorporated herein by
reference)
5.1*** Opinion of Locke Liddell & Sapp LLP
10.1* Employment Agreement dated February 19, 1999, by and between
Synagro Technologies, Inc. and Ross M. Patten (filed as
Exhibit 10.20 to the Annual Report on Form 10-K/A of Synagro
Technologies, Inc. for the Fiscal Year Ended December 31,
2000 (the "2000 Form 10-K/A") and incorporated herein by
reference); Agreement Concerning Employment Rights dated
January 27, 2000, by and between Synagro Technologies, Inc.
and Ross M. Patten (filed as Exhibit 2.8 to the Current
Report on Form 8-K of Synagro Technologies, Inc. filed on
February 17, 2000 and incorporated herein by reference).(1)
10.2* Employment Agreement dated February 19, 1999, by and between
Synagro Technologies, Inc. and Mark A. Rome (filed as
Exhibit 10.21 to the 2000 Form 10-K/A and incorporated
herein by reference); Agreement Concerning Employment Rights
dated January 27, 2000, by and between Synagro Technologies,
Inc. and Mark A. Rome (filed as Exhibit 2.9 to the Current
Report on Form 8-K of Synagro Technologies, Inc. filed on
February 17, 2000 and incorporated herein by reference).(1)
10.3* Employment Agreement dated February 19, 1999, by and between
Synagro Technologies, Inc. and Alvin L. Thomas II (filed as
Exhibit 10.22 to the 2000 Form 10-K/A and incorporated
herein by reference); Agreement Concerning Employment Rights
dated January 27, 2000, by and between Synagro Technologies,
Inc. and Alvin L. Thomas, II (filed as Exhibit 2.10 to the
Current Report on Form 8-K of Synagro Technologies, Inc.
filed on February 17, 2000 and incorporated herein by
reference).(1)
</Table>
II-11
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
10.4* Employment Agreement dated May 10, 1999, by and between
Synagro Technologies, Inc. and J. Paul Withrow (filed as
Exhibit 2.11 to the Current Report on Form 8-K of Synagro
Technologies, Inc. filed on February 17, 2000 and
incorporated herein by reference); Agreement Concerning
Employment Rights dated January 27, 2000, by and between
Synagro Technologies, Inc. and J. Paul Withrow (filed as
Exhibit 2.12 to the Current Report on Form 8-K of Synagro
Technologies, Inc. filed on February 17, 2000 and
incorporated herein by reference).(1)
10.5* Employment Agreement dated January 1, 2000, by and between
Synagro Technologies, Inc. and Randall S. Tuttle (filed as
Exhibit 10.24 to the Quarterly Report on Form 10-Q of
Synagro Technologies, Inc. for the Fiscal Quarter ended
September 30, 2001 and incorporated herein by reference).(1)
10.6* Amendment No. 2 to Agreement Concerning Employment Rights
dated March 1, 2001, by and between Synagro Technologies,
Inc. and Ross M. Patten (filed as Exhibit 10.26 to the
Annual Report on Form 10-K of Synagro Technologies, Inc. for
the Fiscal Year Ended December 31, 2001 (the "2001 Form
10-K") and incorporated herein by reference).(1)
10.7* Amendment No. 2 to Agreement Concerning Employment Rights
dated March 1, 2001, by and between Synagro Technologies,
Inc. and Mark A. Rome (filed as Exhibit 10.27 to the 2001
Form 10-K and incorporated herein by reference).(1)
10.8* Amendment No. 2 to Agreement Concerning Employment Rights
dated March 1, 2001, by and between Synagro Technologies,
Inc. and Alvin L. Thomas, II (filed as Exhibit 10.28 to the
2001 Form 10-K and incorporated herein by reference).(1)
10.9* Amendment No. 2 to Agreement Concerning Employment Rights
dated March 1, 2001, by and between Synagro Technologies,
Inc. and J. Paul Withrow (filed as Exhibit 10.29 to the 2001
Form 10-K and incorporated herein by reference).(1)
10.10* 2000 Stock Option Plan dated October 31, 2000 (filed as
Exhibit A to the Proxy Statement on Schedule 14A for Annual
Meeting of Stockholders of Synagro Technologies, Inc. filed
on September 28, 2000 and incorporated herein by
reference).(1)
10.11* Employment Agreement dated September 1, 2001, by and between
Synagro Technologies, Inc. and James P. Carmichael (filed as
Exhibit 10.30 to the Quarterly Report on Form 10-Q of
Synagro Technologies, Inc. for the Fiscal Quarter ended
September 30, 2001 and incorporated herein by reference).(1)
10.12* Employment Agreement dated March 1, 2002, by and between
Synagro Technologies, Inc. and Robert Boucher (filed as
Exhibit 10.32 to the 2001 Form 10-K and incorporated herein
by reference).(1)
10.13* Amendment No. 1 to Employment Agreement dated effective
February 1, 2002, by and between Synagro Technologies, Inc.
and Randall S. Tuttle (filed as Exhibit 10.33 to the 2001
Form 10-K and incorporated herein by reference).(1)
10.14** Supply and Service Agreement between the City of New York
Department of Environmental Protection and New York Organic
Fertilizer Company.
12.1** Statement setting forth Detail for Computation of Ratio of
Earnings to Fixed Charges
23.1** Consent of Arthur Andersen LLP (report on Synagro
Technologies, Inc.)
23.2** Consent of Arthur Andersen LLP (report on Bio Gro Division
of Waste Management, Inc.)
23.3** Consent of Locke Liddell & Sapp LLP (included in Exhibit
5.1)
24.1** Power of Attorney -- Synagro Technologies, Inc.
24.2** Power of Attorney -- Atlanta Residuals Company, LLC
24.3** Power of Attorney -- Composting Corporation of America
24.4** Power of Attorney -- Environmental Protection & Improvement
Company, Inc.
24.5** Power of Attorney -- Fairhaven Residuals, Limited
Partnership
24.6** Power of Attorney -- Fairhaven Residual Systems, Inc.
24.7** Power of Attorney -- Future-Tech Environmental Services,
Inc.
</Table>
II-12
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
24.8** Power of Attorney -- NETCO-Connecticut, Inc.
24.9** Power of Attorney -- NETCO-Residuals Management, Limited
Partnership
24.10** Power of Attorney -- NETCO-Residuals Management Systems,
Inc.
24.11** Power of Attorney -- NETCO-Waterbury, Limited Partnership
24.12** Power of Attorney -- NETCO-Waterbury Systems, Inc.
24.13** Power of Attorney -- New England Treatment Company, Inc.
24.14** Power of Attorney -- New Haven Residuals, Limited
Partnership
24.15** Power of Attorney -- New Haven Residuals Systems, Inc.
24.16** Power of Attorney -- New York Organic Fertilizer Company
24.17** Power of Attorney -- NYOFCO Holdings Inc.
24.18** Power of Attorney -- Organi-Gro, Inc.
24.19** Power of Attorney -- Providence Soils, LLC
24.20** Power of Attorney -- Residuals Processing, Inc.
24.21** Power of Attorney -- Residual Technologies, Limited
Partnership
24.22** Power of Attorney -- Residual Technologies Systems, Inc.
24.23** Power of Attorney -- Soaring Vista Properties, Inc.
24.24** Power of Attorney -- ST Interco, Inc.
24.25** Power of Attorney -- Synagro-Baltimore, L.L.C.
24.26** Power of Attorney -- Synagro Composting Company of
California, Inc.
24.27** Power of Attorney -- Synagro Delaware, Inc.
24.28** Power of Attorney -- Synagro Digestions, Inc.
24.29** Power of Attorney -- Synagro Management, L.P.
24.30** Power of Attorney -- Synagro Mid-Atlantic, Inc.
24.31** Power of Attorney -- Synagro Midwest -- Enviroland, Inc.
24.32** Power of Attorney -- Synagro Midwest, Inc.
24.33** Power of Attorney -- Synagro Northeast, Inc.
24.34** Power of Attorney -- Synagro of California, Inc.
24.35** Power of Attorney -- Synagro of Florida-A&J, Inc.
24.36** Power of Attorney -- Synagro of Florida-Anti-Pollution, Inc.
24.37** Power of Attorney -- Synagro of Florida-Davis Water, Inc.
24.38** Power of Attorney -- Synagro of Florida-Ecosystems, Inc.
24.39** Power of Attorney -- Synagro of Michigan, Inc.
24.40** Power of Attorney -- Synagro of Minnesota -- Rehbein, Inc.
24.41** Power of Attorney -- Synagro of North Carolina-Amsco, Inc.
24.42** Power of Attorney -- Synagro of North Carolina-EWR, Inc.
24.43** Power of Attorney -- Synagro of Texas-CDR, Inc.
24.44** Power of Attorney -- Synagro of Texas-Vital-Cycle, Inc.
24.45** Power of Attorney -- Synagro Wisconsin, Inc.
24.46** Power of Attorney -- Synagro Southeast, Inc.
24.47** Power of Attorney -- Synagro Southwest, Inc.
24.48** Power of Attorney -- Synagro Texas, Inc.
24.49** Power of Attorney -- Synagro West, Inc.
24.50** Power of Attorney -- Synagro WCWNJ, Inc.
</Table>
II-13
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
24.51** Power of Attorney -- Synagro-WWT, Inc.
25.1** Statement of Eligibility under the Trust Indenture Act of
1933, as amended, of the Trustee for 9 1/2% Senior
Subordinated Notes due 2009
25.2** Statement of Eligibility under the Trust Indenture Act of
1933, as amended, of the Trustee for Guarantees for 9 1/2%
Senior Subordinated Notes due 2009
99.1** Form of Letter of Transmittal for 9 1/2% Senior Subordinated
Notes due 2009
99.2** Form of Notice of Guaranteed Delivery for 9 1/2% Senior
Subordinated Notes due 2009
99.3** Form of Letter to Depository Trust Company Participants for
9 1/2% Senior Subordinated Notes due 2009
99.4** Form of Letter to Clients for 9 1/2% Senior Subordinated
Notes due 2009
99.5** Assurance Letter to Securities and Exchange Commission
99.6** Request for withdrawal of Exhibits to the Registration
Statement dated July 10, 2002
</Table>
- ---------------
* Incorporated by reference from the filing indicated.
** Previously filed
*** Previously filed. Exhibit 5.2 and Exhibit 5.3 were withdrawn pursuant to a
request for withdrawal of such exhibits from Amendment No. 3 to the
Registration Statement on Form S-4/A as filed with the Commission on July
10, 2002 (see Exhibit 99.6). The Company has amended Exhibit 5.1 such that
no reliance is placed on the opinions of New York counsel. As such, Exhibit
5.2 and Exhibit 5.3 are no longer necessary.
(1) Management contract or compensatory plan or agreement.
ITEM 22. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-14
(4) Synagro Technologies, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Synagro
Technologies, Inc.'s annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions described under Item
20 above, or otherwise, the registrants have been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrants in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless, in the opinion
of its counsel, the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(6) The undersigned registrants hereby undertake to respond to
requests for information that is incorporated by reference into the
Prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the Registration Statement through the date of responding to the
request.
(7) The undersigned registrants hereby undertake to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the Registration Statement when it became effective.
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Synagro
Technologies, Inc. has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 25th day of
July, 2002.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ ROSS M. PATTEN
------------------------------------
Ross M. Patten
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 25, 2002, by the following
persons in the capacities indicated.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN Chairman of the Board, Chief and Executive Officer
------------------------------------------------ and Director (Principal Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Chief Financial Officer (Principal Financial
------------------------------------------------ Officer)
J. Paul Withrow
* Director
------------------------------------------------
Gene Meredith
* Director
------------------------------------------------
Kenneth Ch'uan-k'ai Leung
* Director
------------------------------------------------
Alfred Tyler, 2nd
* Director
------------------------------------------------
David A. Donnini
* Director
------------------------------------------------
Vincent J. Hemmer
* /s/ J. PAUL WITHROW
------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
Composting Corporation of America, Environmental Protection & Improvement
Company, Inc., Fairhaven Residual Systems, Inc., Future-Tech Environmental
Services, Inc., NETCO-Connecticut, Inc., NETCO-Residuals Management Systems,
Inc., NETCO-Waterbury Systems, Inc., New England Treatment Company, Inc., New
Haven Residuals Systems, Inc., NYOFCO Holdings Inc., Organi-Gro, Inc., Residuals
Processing, Inc., Residual Technologies Systems, Inc., Soaring Vista Properties,
Inc., ST Interco, Inc., Synagro-Baltimore, L.L.C., Synagro Composting Company of
California, Inc., Synagro Digestions, Inc., Synagro Mid-Atlantic, Inc., Synagro
Midwest -- Enviroland, Inc., Synagro Midwest, Inc., Synagro Northeast, Inc.,
Synagro of California, Inc., Synagro of Florida-A&J, Inc., Synagro of
Florida-Anti-Pollution, Inc., Synagro of Florida-Davis Water, Inc., Synagro of
Florida-Ecosystems, Inc., Synagro of Michigan, Inc., Synagro of
Minnesota -- Rehbein, Inc., Synagro of North Carolina-Amsco, Inc., Synagro of
North Carolina-EWR, Inc., Synagro of Texas-CDR, Inc., Synagro of
Texas-Vital-Cycle, Inc., Synagro Wisconsin, Inc., Synagro Southwest, Inc.,
Synagro Southeast, Inc., Synagro Texas, Inc., Synagro West, Inc., Synagro WCWNJ,
Inc., and Synagro-WWT, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized on this 25th
day of July, 2002.
COMPOSTING CORPORATION OF AMERICA
ENVIRONMENTAL PROTECTION & IMPROVEMENT
COMPANY, INC.
FAIRHAVEN RESIDUAL SYSTEMS, INC.
FUTURE-TECH ENVIRONMENTAL SERVICES, INC.,
NETCO-CONNECTICUT, INC.
NETCO-RESIDUALS MANAGEMENT SYSTEMS, INC.
NETCO-WATERBURY SYSTEMS, INC.
NEW ENGLAND TREATMENT COMPANY, INC.
NEW HAVEN RESIDUALS SYSTEMS, INC.
NYOFCO HOLDINGS INC.
ORGANI-GRO, INC.
RESIDUALS PROCESSING, INC.
RESIDUAL TECHNOLOGIES SYSTEMS, INC.
SOARING VISTA PROPERTIES, INC.
ST INTERCO, INC.
SYNAGRO-BALTIMORE, L.L.C.
SYNAGRO COMPOSTING COMPANY OF CALIFORNIA, INC.
SYNAGRO DIGESTION, INC.
SYNAGRO MID-ATLANTIC, INC.
SYNAGRO MIDWEST -- ENVIROLAND, INC.
SYNAGRO MIDWEST, INC.
SYNAGRO NORTHEAST, INC.
SYNAGRO OF CALIFORNIA, INC.
SYNAGRO OF FLORIDA-A&J, INC.
II-17
SYNAGRO OF FLORIDA-ANTI-POLLUTION, INC.
SYNAGRO OF FLORIDA-DAVIS WATER, INC.
SYNAGRO OF FLORIDA-ECOSYSTEMS, INC.
SYNAGRO OF MICHIGAN, INC.
SYNAGRO OF MINNESOTA -- REHBEIN, INC.
SYNAGRO OF NORTH CAROLINA-AMSCO, INC.
SYNAGRO OF NORTH CAROLINA-EWR, INC.
SYNAGRO OF TEXAS-CDR, INC.
SYNAGRO OF TEXAS-VITAL-CYCLE, INC.
SYNAGRO WISCONSIN, INC.
SYNAGRO SOUTHWEST, INC.
SYNAGRO SOUTHEAST, INC.
SYNAGRO TEXAS, INC.
SYNAGRO WEST, INC.
SYNAGRO WCWNJ, INC.
SYNAGRO-WWT, INC.
By: /s/ ROSS M. PATTEN
-------------------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to each of Composting
Corporation of America, Environmental Protection & Improvement Company, Inc.,
Fairhaven Residual Systems, Inc., Future-Tech Environmental Services, Inc.,
NETCO-Connecticut, Inc., NETCO-Residuals Management Systems, Inc.,
NETCO-Waterbury Systems, Inc., New England Treatment Company, Inc., New Haven
Residuals Systems, Inc., NYOFCO Holdings Inc., Organi-Gro, Inc., Residuals
Processing, Inc., Residual Technologies Systems, Inc., Soaring Vista Properties,
Inc., ST Interco, Inc., Synagro-Baltimore, L.L.C., Synagro Composting Company of
California, Inc., Synagro Digestions, Inc., Synagro Mid-Atlantic, Inc., Synagro
Midwest -- Enviroland, Inc., Synagro Midwest, Inc., Synagro Northeast, Inc.,
Synagro of California, Inc., Synagro of Florida-A&J, Inc., Synagro of
Florida-Anti-Pollution, Inc., Synagro of Florida-Davis Water, Inc., Synagro of
Florida-Ecosystems, Inc., Synagro of Michigan, Inc., Synagro of
Minnesota -- Rehbein, Inc., Synagro of North Carolina-Amsco, Inc., Synagro of
North Carolina-EWR, Inc., Synagro of Texas-CDR, Inc., Synagro of
Texas-Vital-Cycle, Inc., Synagro Wisconsin, Inc., Synagro Southwest, Inc.,
Synagro Southeast, Inc., Synagro Texas, Inc., Synagro West, Inc., Synagro WCWNJ,
Inc., and Synagro-WWT, Inc. by the following persons in the capacities indicated
on July 25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
</Table>
II-18
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
* Vice President and Director
----------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Fairhaven
Residuals, Limited Partnership has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized on this 25th
day of July, 2002.
FAIRHAVEN RESIDUALS, LIMITED
PARTNERSHIP
By: FAIRHAVEN RESIDUALS SYSTEMS, INC.,
its general partner
By: /s/ ROSS M. PATTEN
----------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to Fairhaven Residuals,
Limited Partnership by the following persons in the capacities indicated on July
25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
* Vice President and Director
----------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, New Haven
Residuals, Limited Partnership has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized on this 25th
day of July, 2002.
NEW HAVEN RESIDUALS, LIMITED
PARTNERSHIP
By: NEW HAVEN RESIDUALS SYSTEMS, INC.,
its general partner
By: /s/ ROSS M. PATTEN
----------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to New Haven Residuals,
Limited Partnership by the following persons in the capacities indicated on July
25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
* Vice President and Director
----------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
<Table>
<Caption>
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NETCO-Residuals
Management, Limited Partnership, has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunder duly authorized on this
25th day of July, 2002.
NETCO-RESIDUALS MANAGEMENT, LIMITED
PARTNERSHIP
By: NETCO-RESIDUALS MANAGEMENT
SYSTEMS, INC.,
its general partner
By: /s/ ROSS M. PATTEN
------------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to NETCO-Residuals
Management, Limited Partnership by the following persons in the capacities
indicated on July 25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal Executive
------------------------------------------------ Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal Financial
------------------------------------------------ Officer)
J. Paul Withrow
* Vice President and Director
------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
NETCO-Waterbury, Limited Partnership has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunder duly authorized on
this 25th day of July, 2002.
NETCO-WATERBURY, LIMITED PARTNERSHIP
By: NETCO-WATERBURY SYSTEMS, INC.,
its general partner
By: /s/ ROSS M. PATTEN
----------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to NETCO-Waterbury,
Limited Partnership by the following persons in the capacities indicated on July
25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
* Vice President and Director
----------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Residual
Technologies, Limited Partnership has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunder duly authorized on this
25th day of July, 2002.
RESIDUAL TECHNOLOGIES, LIMITED
PARTNERSHIP
By: RESIDUALS TECHNOLOGIES SYSTEMS,
INC.,
its general partner
By: /s/ ROSS M. PATTEN
----------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to Residual
Technologies, Limited Partnership by the following persons in the capacities
indicated on July 25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
* Vice President and Director
----------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Synagro
Management, L.P. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunder duly authorized on this 25th day of July,
2002.
SYNAGRO MANAGEMENT, L.P.
By: SYNAGRO TEXAS, INC.,
its general partner
By: /s/ ROSS M. PATTEN
----------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to Synagro Management,
L.P. by the following persons in the capacities indicated on July 25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
* Vice President and Director
----------------------------------------------------
Mark A. Rome
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Synagro
Delaware, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunder duly authorized on this 25th day of July,
2002.
SYNAGRO DELAWARE, INC.
By: /s/ JAMES P. CARMICHAEL
------------------------------------
James P. Carmichael
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to Synagro Delaware,
Inc. by the following persons in the capacities indicated on July 25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
* President and Director (Principal
---------------------------------------------------- Executive Officer)
James P. Carmichael
* Vice President and Treasurer and Director
---------------------------------------------------- (Principal Financial Officer)
Pamela K. Racey
* Vice President and Secretary and Director
----------------------------------------------------
Mark B. McCormick
* Director
----------------------------------------------------
John P. Garniewski
* /s/ J. PAUL WITHROW
------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Providence
Soils, LLC has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunder duly authorized on this 25th day of July,
2002.
PROVIDENCE SOILS, LLC
By: /s/ ROSS M. PATTEN
------------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to Providence Soils,
LLC by the following persons in the capacities indicated on July 25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President (Principal Executive Officer)
----------------------------------------------------
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
</Table>
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, New York
Organic Fertilizer Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunder duly authorized on this 25th
day of July, 2002.
NEW YORK ORGANIC FERTILIZER COMPANY
By: SYNAGRO-WWT, INC.
its general partner
By: /s/ ROSS M. PATTEN
----------------------------------
Ross M. Patten
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below in relation to New York Organic
Fertilizer Company by the following persons in the capacities indicated on July
25, 2002.
<Table>
<Caption>
SIGNATURE CAPACITY
--------- --------
/s/ ROSS M. PATTEN President and Director (Principal
---------------------------------------------------- Executive Officer)
Ross M. Patten
/s/ J. PAUL WITHROW Vice President and Treasurer (Principal
---------------------------------------------------- Financial Officer)
J. Paul Withrow
* Vice President and Director
----------------------------------------------------
Mark A. Rome
/s/ * J. PAUL WITHROW
----------------------------------------------------
J. Paul Withrow
Attorney-in-fact
</Table>
II-28