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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):  March 1, 2011

 

Casella Waste Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-23211

 

03-0338873

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

25 Greens Hill Lane
Rutland, Vermont

 

05701

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (802) 775-0325

 

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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.01.  Completion of Acquisition or Disposition of Assets.

 

On March 1, 2011, Casella Waste Systems, Inc. (the “Company”) and its wholly-owned subsidiary, KTI, Inc., completed the sale of all of their equity interests in FCR, LLC and its subsidiaries and Blue Mountain Recycling LLC, including the Company’s interest in specified patents and patent applications and related intellectual property, to RE Community Holdings II, Inc. (formerly known as CE Holdings II, LLC) for a purchase price of $134.1 million in cash, including estimated working capital adjustments of $3.7 million, pursuant to a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) dated as of January 23, 2011.  A description of the terms of the Purchase and Sale Agreement was included in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission on January 24, 2011 and is incorporated herein by reference.

 

Item 9.01 — Financial Statements and Exhibits.

 

(b)           Pro Forma Financial Information

 

The pro forma financial information required by this item is contained in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

(d)  Exhibits.

 

99.1         Pro Forma Financial Information.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CASELLA WASTE SYSTEMS, INC.

 

 

 

Date: March 7, 2011

By:

/s/ Edwin D. Johnson

 

 

Name: Edwin D. Johnson

 

 

Title: Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Pro Forma Financial Information.

 

 

 

 

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