UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2004
WCA Waste Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-50808 20-0829917
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
One Riverway, Suite 1400
Houston, Texas 77056
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 292-2400
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 30, 2004, WCA Shiloh Landfill, L.L.C. ("WCA Shiloh"), a
subsidiary of WCA Waste Corporation ("WCA"), entered into two asset purchase
agreements with Waste Reduction of South Carolina, Inc. ("Waste Reduction"),
Trash-Away, Inc. ("Trash-Away") and Gary W. Seymore (collectively, the "Selling
Parties") in order to acquire certain assets of Trash- Away and Waste Reduction.
The acquisition was effective on December 1, 2004. The aggregate purchase price
of the acquisitions was approximately $11 million. In addition, WCA Shiloh
agreed to assume certain customer contracts, leases and operating liabilities
and obligations related to the operation of Trash-Away after the closing date.
The acquisition of Trash-Away included a collection company, a
construction and demolition transfer station and recycling facility, and a
portable toilet operation. The transfer station and collection company are
located in Piedmont, South Carolina and include 16 trucks servicing ten roll-off
routes, two commercial routes and one residential route. All of the construction
and demolition waste collected will be internalized into WCA Shiloh's landfill
located approximately 20 miles away in Travelers Rest, South Carolina.
The acquisition agreements contain customary representations,
warranties and covenants, certain indemnifications by the Selling Parties and
WCA Shiloh, and covenants not to compete by the Selling Parties. Prior to, and
subsequent to, the execution of the agreements, no material relationship existed
between WCA or its affiliates and any of the Selling Parties.
A portion of the purchase price of Trash-Away was paid for by the
issuance by WCA to Trash-Away of a $3 million, five-year convertible promissory
note dated November 30, 2004. The note bears simple interest at 5% per year,
payable monthly, and is convertible into shares of WCA's common stock at a
conversion price of $12 per share, subject to adjustment in the event of a
merger, dividend, stock split, reclassification or other event affecting WCA's
common stock (the "Conversion Price"). The note may not be converted by
Trash-Away until November 30, 2005. At any time after November 30, 2005, if the
closing price of WCA's common stock on any given day equals or exceeds the
Conversion Price multiplied by 1.5, WCA may by written notice to Trash-Away
either (i) force conversion of the note by Trash-Away or (ii) prepay the note
without premium or penalty; provided, however, that such prepayment will not be
effective until 30 days after WCA has notified Trash-Away of its intent to
prepay and Trash-Away has not elected to convert the note into shares of WCA's
common stock. Upon the occurrence of an event of default (which includes
non-payments of interest prior to the maturity date and the commencement of
voluntary or involuntary bankruptcy proceedings in respect of WCA), Trash-Away
may declare the note immediately due and payable or convert the note into shares
of WCA's common stock. To the extent there are any outstanding obligations under
the note, any obligation of the Selling Parties to indemnify WCA Shiloh under
the acquisition agreements shall be first offset against the convertible note
and any remaining sums shall be paid by the Selling Parties.
On December 1, 2004, WCA issued a press release announcing the
acquisition of Trash-Away. A copy of the press release is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 1.01 of this Form 8-K with respect to the terms
of the convertible note are incorporated herein by reference. The convertible
note was issued and sold in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
afforded by Section 4(2) of the Securities Act. WCA believes that exemptions
other than the foregoing exemption may exist for this transaction.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 WCA Waste Corporation Press Release, dated
December 1, 2004, announcing the acquisition of Trash-Away, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WCA WASTE CORPORATION
Date: December 6, 2004 /s/ J. Edward Menger
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J. Edward Menger
Vice President and General Counsel
HOU:2381131.2
EXHIBIT INDEX
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Exhibit Description
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99.1 WCA Waste Corporation Press Release,
dated December 1, 2004, announcing
the acquisition of Trash-Away, Inc.