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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>As filed with the Securities and Exchange Commission on February&nbsp;15, 2006</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt; margin-right: 10%"><B>Registration No.&nbsp;333-</B>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>






<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>WCA WASTE CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction<BR>
of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20-0829917</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>One Riverway, Suite&nbsp;1400<BR>
Houston, Texas</B><BR>
(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>77056</B><BR>
(Zip Code)</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Amended and Restated<BR>
2004 WCA Waste Corporation Incentive Plan</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>J. Edward Menger<BR>
WCA Waste Corporation<BR>
One Riverway, Suite&nbsp;1400<BR>
Houston, Texas 77056</B><BR>
(Name and address of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(713)&nbsp;292-2400</B><BR>
(Telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B><I>Copies to:</I></B><BR>
<B>Jeff C. Dodd<BR>
Andrews Kurth LLP<BR>
600 Travis, Suite&nbsp;4200<BR>
Houston, Texas 77002<BR>
(713)&nbsp;220-4200</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="43%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
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    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount of</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>Title of securities</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate offering</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registration</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center"><B>to be registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>per share</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>price</B></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>fee</B></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value $0.01 per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">644,334 shares (1)(3)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">$9.52 (1)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">$6,134,059.68</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>

<TD align="center" valign="top" style="border-top: 1px solid #000000">$656.35</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value $0.01 per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">855,666 shares (2)(3)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">$7.25 (2)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">$6,203,578.50</TD>
    <TD style="border-right: 2px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">$663.78</TD>
    <TD width="1%" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 0px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents shares of common stock reserved for issuance pursuant to outstanding stock options
having a weighted average exercise price of $9.52 granted pursuant to the Amended and Restated
2004 WCA Waste Corporation Incentive Plan. The registration fee for such shares was
calculated in accordance with Rule&nbsp;457(h)(1) under the Securities Act of 1933, as amended,
based on the weighted average exercise price of such options.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents 514,929 shares of common stock reserved for issuance under the Amended and
Restated 2004 WCA Waste Corporation Incentive Plan and 340,737 shares of common stock issued
prior to the date hereof under the Amended and Restated 2004 WCA Waste Corporation Incentive
Plan. The registration fee for such shares was calculated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, based on the average of the high and low prices
of the common stock on February&nbsp;8, 2006 as reported on The Nasdaq National Market.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule 416(a) under the Securities Act, there is also being registered such
additional number of shares of Common Stock that become available under the plan because of
events such as recapitalizations, stock dividends, stock splits or similar transactions
effected without the receipt of consideration that increases the number of outstanding shares
of common stock.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>















<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement on Form S-8 includes a reoffer prospectus prepared in accordance
with Instruction C of Form S-8 and Part&nbsp;I of Form S-3. The reoffer prospectus relates solely to
reoffers and resales on a continuous or delayed basis in the future of up to an aggregate of
340,737 shares that constitute &#147;restricted securities&#148; that were issued to officers, non-employee
directors and other employees of WCA Waste Corporation under the Amended and Restated 2004 WCA
Waste Corporation Incentive Plan prior to the filing of this registration statement.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 (plan information
and registrant information) will be sent or given to employees as specified by Rule&nbsp;428(b)(1) under
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). In accordance with Rule&nbsp;428 and the
requirements of Part&nbsp;I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the &#147;Commission&#148;) either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424 under the Securities Act. WCA Waste
Corporation (the &#147;Company&#148;) shall maintain a file of such documents in accordance with the
provisions of Rule&nbsp;428(a)(2) of the Securities Act. Upon request, the Company shall furnish to the
Securities and Exchange Commission or its staff a copy of any or all of the documents included in
the file.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 12pt; margin-top: 12pt"><B>PROSPECTUS</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>340,737 Shares</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><IMG src="h33103h3310300.gif" alt="(WCA LOGO)">

</DIV>

<DIV align="Center" style="font-size: 18pt; margin-top: 6pt"><B>WCA Waste Corporation</B>

</DIV>

<DIV align="Center" style="font-size: 12pt; margin-top: 6pt"><B>Common Stock</B><BR>
<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders identified in this prospectus will from time to time sell the shares
of our common stock offered by this prospectus. Please read &#147;Selling Stockholders.&#148; The shares to
be sold by the selling stockholders were acquired pursuant to the Amended and Restated WCA Waste
Corporation Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sales may occur in transactions on The Nasdaq National Market at prevailing market prices,
in negotiated transactions or through a combination of these methods. The selling stockholders may
offer the shares at fixed prices, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. We will not receive proceeds
from any of these sales. We are paying the expenses incurred in registering the shares, but all
selling and other expenses incurred by the selling stockholders will be borne by the selling
stockholders.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock included in this prospectus are &#147;restricted securities&#148; under the
Securities Act of 1933, as amended, before their sale under this prospectus as such shares were not
previously registered. This prospectus has been prepared for the purpose of registering the shares
under the Securities Act to allow for future sales by the selling stockholders, on a continuous or
delayed basis, to the public without restriction (except for those shares sold on behalf of our
executive officers and directors which must comply with Rule&nbsp;144). The selling stockholders and
any broker-dealer or agents involved in the sale or resale of the common stock may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act. In addition, any commissions, discounts
or concessions paid to any such broker-dealer or agent in connection with the sale or resale of the
shares may be deemed to be underwriting commissions or discounts under the Securities Act. Please
read &#147;Plan of Distribution.&#148;
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is listed for quotation on The Nasdaq National Market under the symbol
&#147;WCAA.&#148; On February&nbsp;14, 2006, the last reported sales price of our common stock, as reported on The
Nasdaq National Market, was $7.67 per share.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive offices are located at One Riverway, Suite&nbsp;1400, Houston, Texas 77056,
and our telephone number is (713)&nbsp;292-2400.
</DIV>

<DIV align="left" style="font-size: 9pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the context requires otherwise, references in this prospectus to &#147;WCA Waste
Corporation,&#148; &#147;we,&#148; &#147;us&#148; or &#147;our&#148; refer to WCA Waste Corporation and its direct and indirect
subsidiaries on a consolidated basis.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investing in our common stock involves risk. Please read &#147;Risk Factors&#148; beginning on page 1.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.</B>
</DIV>

<DIV align="center" style="font-size: 9pt; margin-top: 18pt">The date of this prospectus is February&nbsp;15, 2006.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Cautionary Statement About Forward-Looking Statements</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">The Company</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Use Of Proceeds</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Selling Stockholders</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Plan Of Distribution</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Legal Matters</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Experts</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">17</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Information Incorporated By Reference</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#110">Where You Can Find More Information</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#111">Disclosure Of Commission Position On Indemnification For Securities Act Liabilities</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h33103exv5w1.htm">Opinion of Andrews Kurth LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h33103exv23w1.htm">Consent of KPMG LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h33103exv23w2.htm">Consent of Melton & Melton, LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="h33103exv23w3.htm">Consent of Bobbitt, Pittenger & Company, P.A.</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
<!-- /TOC -->
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>You should rely only on the information contained in or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales of our common stock are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus, regardless of the date of
delivery of this prospectus or any sale of shares of our common stock. The information contained
in the documents incorporated by reference in this prospectus is accurate only as of the date of
the document incorporated by reference. Neither the delivery of this prospectus nor any sale or
offer to sell the shares made hereunder shall under any circumstances create any implication that
there has been no change in our affairs since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&nbsp;i
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
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<DIV align="left">
<A name="101"></A>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RISK FACTORS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Investing in our common stock involves risk. Before making an investment in our common stock,
you should carefully consider the following risks, as well as the other information contained in
this prospectus and the documents incorporated and deemed to be incorporated in this prospectus.
Any of the risk factors described below could significantly and adversely affect our business,
prospects, financial condition and results of operations. As a result, the trading price of our
common stock could decline and you may lose all or part of your investment. The risks and
uncertainties described below are not the only ones facing us. Additional risks and uncertainties
not presently known to us, or that we currently deem immaterial, may also harm our business.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating to Our Acquisition Program</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may be unable to identify, complete or integrate future acquisitions, which may harm our
prospects.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may be unable to identify appropriate acquisition candidates. If we do identify an
appropriate acquisition candidate, we may not be able to negotiate acceptable terms or finance the
acquisition or, if the acquisition occurs, effectively integrate the acquired business into our
existing business. Negotiations of potential acquisitions and the integration of acquired business
operations require a disproportionate amount of management&#146;s attention and our resources. Even if
we complete additional acquisitions, continued financing may not be available or available on
reasonable terms, any new businesses may not generate revenues comparable to our existing
businesses, the anticipated cost efficiencies or synergies may not be realized and these businesses
may not be integrated successfully or operated profitably or accretive to our earnings.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We compete for acquisition candidates with other purchasers, some of which have greater financial
resources and may be able to offer more favorable terms, thus limiting our ability to grow through
acquisitions.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other companies in the solid waste services industry also have a strategy of acquiring and
consolidating regional and local businesses. We expect that as the consolidation trend in our
industry continues, the competition for acquisitions will increase. Competition for acquisition
candidates may make fewer acquisition opportunities available to us or make those opportunities
more expensive.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>In connection with financing acquisitions, we may incur additional indebtedness, or may issue
additional shares of our common stock which would dilute the ownership percentage of existing
stockholders.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to finance acquisitions with available cash, borrowings under our credit facility,
shares of our common stock or a combination of these means. As a result, we may incur additional
indebtedness or issue additional shares of our common stock which would dilute the ownership
percentage of existing stockholders. Our credit facility contains covenants restricting, among
other things, the amount of additional indebtedness. We expect to offer shares of our common stock
as some or all of the consideration for certain acquisitions. Our ability to do so will depend in
part on the attractiveness of our common stock. This attractiveness may depend largely on the
capital appreciation prospects of our common stock compared to the common stock of our competitors.
If the market price of our common stock were to decline materially over a prolonged period of
time, we may find it difficult to use our common stock as consideration for acquisitions.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Businesses that we acquire may have unknown liabilities and require unforeseen capital
expenditures, which would adversely affect our financial results.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may acquire businesses with liabilities that we fail to discover, including liabilities
arising from non-compliance with environmental laws by prior owners for which we may be responsible
as the successor owner. Moreover, as we integrate a new business, we may discover that required
expenses and capital expenditures are greater than anticipated, which would adversely affect our
financial results.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Rapid growth may strain our management, operational, financial and other resources, which would
adversely affect our financial results.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executing our acquisition strategy will require significant time from our senior management.
We may also be required to expand our operational and financial systems and controls and our
management information systems capabilities. We may also need to attract and train additional
senior managers, technical professionals and other
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">employees. Failure to do any of these could restrict our ability to maintain and improve our
profitability while continuing to grow.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We may incur charges related to acquisitions, which could lower our earnings.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We capitalize some expenditures and advances relating to acquisitions and pending
acquisitions, but expense indirect acquisition costs, including general corporate overhead, as they
are incurred. Any unamortized capitalized expenditures and advances (net of any amount that we
estimate we will recover, through sale or otherwise) that relate to any pending acquisition that is
not consummated will be expensed. We, therefore, may incur charges in future periods, which could
lower our earnings.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating To Our Business</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are subject to environmental and safety laws, which restrict our operations and increase our
costs.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to extensive federal, state and local laws and regulations relating to
environmental protection and occupational safety and health. These include, among other things,
laws and regulations governing the use, treatment, storage and disposal of wastes and materials,
air quality, water quality and the remediation of contamination associated with the release of
hazardous substances. Our compliance with existing regulatory requirements is costly, and
continued changes in these regulations could increase our compliance costs. Government laws and
regulations often require us to enhance or replace our equipment and to modify landfill operations
and may, in the future, require us to initiate final closure of a landfill. We are required to
obtain and maintain permits that are subject to strict regulatory requirements and are difficult
and costly to obtain and maintain. We may be unable to implement price increases sufficient to
offset the cost of complying with these laws and regulations. In addition, regulatory changes
could accelerate or increase expenditures for closure and post-closure monitoring at solid waste
facilities and obligate us to spend sums over the amounts that we have accrued.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may become subject to environmental clean-up costs or litigation that could curtail our business
operations and materially decrease our earnings.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended,
or CERCLA, and analogous state laws provide for the remediation of contaminated facilities and
impose strict joint and several liability for remediation costs on current and former owners or
operators of a facility at which there has been a release or a threatened release of a &#147;hazardous
substance.&#148; This liability is also imposed on persons who arrange for the disposal of and who
transport such substances to the facility. Hundreds of substances are defined as &#147;hazardous&#148; under
CERCLA and their presence, even in small amounts, can result in substantial liability. The expense
of conducting a cleanup can be significant. Notwithstanding our efforts to comply with applicable
regulations and to avoid transporting and receiving hazardous substances, we may have liability
because these substances may be present in waste collected by us or disposed of in our landfills,
or in waste collected, transported or disposed of in the past by companies that we acquire even if
we did not collect or dispose of the waste while we owned the landfill. The actual costs for these
liabilities could be significantly greater than the amounts that we might be required to accrue on
our financial statements from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the costs of complying with environmental regulations, we may incur costs to
defend against litigation brought by government agencies and private parties. As a result, we may
be required to pay fines or our permits and licenses may be modified or revoked. We may in the
future be a defendant in lawsuits brought by governmental agencies and private parties who assert
claims alleging environmental damage, personal injury, property damage and/or violations of permits
and licenses by us. A significant judgment against us, the loss of a significant permit or license
or the imposition of a significant fine could curtail our business operations and may decrease our
earnings.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our accruals for landfill closure and post-closure costs may be inadequate, and our earnings would
be lower if we are required to pay or accrue additional amounts.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are required to pay closure and post-closure costs of any disposal facilities that we own
or operate. We accrue for future closure and post-closure costs of our owned landfills, for a term
of up to 30&nbsp;years for landfills, based on engineering estimates of future requirements associated
with the final landfill design and closure and post-
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">closure process. Our obligations to pay
closure and post-closure costs, including for monitoring, may exceed the
amount we accrued, which would adversely affect our earnings. Expenditures for these costs
may increase as a result of any federal, state or local government regulatory action, including
changes in closing or monitoring activities, types and quantities of materials used or the period
of required post-closure monitoring. These factors could substantially increase our operating
costs and therefore impair our ability to invest in our existing facilities or new facilities. The
amount of our accruals is based upon estimates by management and engineers and accountants. We
review at least annually our estimates for closure and post-closure costs, and any change in our
estimates could require us to accrue additional amounts.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may be unable to obtain financial assurances necessary for our operations, which could result in
the closure of landfills or the termination of collection contracts.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are required to provide financial assurances to governmental agencies under applicable
environmental regulations relating to landfill closure and post-closure obligations, our landfill
operations, and other collection and disposal contracts. We satisfy these financial assurances
requirements by providing performance bonds, letters of credit, insurance policies or trust
deposits. During the past three years, the costs associated with bonding and insurance have risen
dramatically, the financial capacity and other requirements imposed by bonding and insurance
companies have become more difficult to comply with than in prior years, and the number of these
bonding and insurance companies has decreased. We have been required, and may in the future be
required, to obtain personal guarantees from certain of our senior executive officers, directors
and an affiliate of our largest stockholder in order to obtain these types of instruments. We have
compensated and indemnified, and may in the future compensate and indemnify, our senior executive
officers, directors and the affiliate of our largest stockholder for these guarantees. We may be
unable to provide the level of financial assurance that we are required to provide in the future or
it may become too costly to do so, which in either case could result in the closure of landfills or
the termination of collection contracts.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our business is capital intensive, requiring ongoing cash outlays that may strain or consume our
available capital and force us to sell assets, incur debt, or sell equity on unfavorable terms.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to remain competitive, grow and maintain operations largely depends on our cash
flow from operations and access to capital. Maintaining our existing operations and expanding them
through internal growth or acquisitions requires large capital expenditures. As we undertake more
acquisitions and further expand our operations, the amount we expend on capital, closure and
post-closure and remediation expenditures will increase. These increases in expenditures may
result in lower levels of working capital or require us to finance working capital deficits. We
intend to continue to fund our cash needs through cash flow from operations and borrowings under
our credit facility, if necessary. However, we may require additional equity or debt financing to
fund our growth.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not have complete control over our future performance because it is subject to general
economic, political, financial, competitive, legislative, regulatory and other factors. It is
possible that our business may not generate sufficient cash flow from operations, and we may not
otherwise have the capital resources, to allow us to make necessary capital expenditures. If this
occurs, we may have to sell assets, restructure our debt or obtain additional equity capital, which
could be dilutive to our stockholders. We may not be able to take any of the foregoing actions,
and we may not be able to do so on terms favorable to us or our stockholders.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Increases in the costs of disposal may reduce our operating margins.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We dispose of approximately one-fourth of the waste that we collect in landfills operated by
others, but that rate may increase in the future. We may incur increases in disposal fees paid to
third parties or in the costs of operating our own landfills. Failure to pass these costs on to
our customers may reduce our operating margins.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Increases in the costs of labor may reduce our operating margins.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We compete with other businesses in our markets for qualified employees. The labor market is
currently tight in many of the areas in which we operate. A shortage of qualified employees would
require us to enhance our wage and benefits packages to compete more effectively for employees or
to hire more expensive temporary employees. Labor is our second largest operating cost, and even
relatively small increases in labor costs per employee could materially affect our cost structure.
Failure to attract and retain qualified employees, to control our labor costs, or to
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">recover any increased labor costs through increased prices we charge for our services or
otherwise offset such increases with cost savings in other areas may reduce our operating margins.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Increases in the costs of fuel may reduce our operating margins.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The price and supply of fuel needed to run our collection and transfer trucks and our landfill
equipment is unpredictable and fluctuates based on events outside our control, including
geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas
producers, war and unrest in oil producing countries, regional production patterns and
environmental concerns. For the nine months ended September&nbsp;30, 2005 and during 2004, we
experienced increases in the cost of diesel fuel as a percentage of revenue of 6.2% and 4.9%,
respectively, as compared to prior periods. Any significant price escalations or reductions in the
supply could increase our operating expenses or interrupt or curtail our operations. Failure to
offset all or a portion of any increased fuel costs through increased fees or charges would reduce
our operating margins.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Increases in costs of insurance would reduce our operating margins.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One of our largest operating costs is for insurance coverage, including general liability,
automobile physical damage and liability, property, employment practices, pollution, directors and
officers, fiduciary, workers&#146; compensation and employer&#146;s liability coverage, as well as umbrella
liability policies to provide excess coverage over the underlying limits contained in our primary
general liability, automobile liability and employer&#146;s liability policies. Changes in our
operating experience, such as an increase in accidents or lawsuits or a catastrophic loss, could
cause our insurance costs to increase significantly or could cause us to be unable to obtain
certain insurance. Increases in insurance costs would reduce our operating margins. Changes in
our industry and perceived risks in our business could have a similar effect.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not be able to maintain sufficient insurance coverage to cover the risks associated with our
operations, which could result in uninsured losses that would adversely affect our financial
condition.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Integrated non-hazardous waste companies are exposed to a variety of risks that are typically
covered by insurance arrangements. However, we may not be able to maintain sufficient insurance
coverage to cover the risks associated with our operations for a variety of reasons. Increases in
insurance costs and changes in the insurance markets may, given our resources, limit the coverage
that we are able to maintain or prevent us from insuring against certain risks. Large or
unexpected losses may exceed our policy limits, adversely affecting our results of operations, and
may result in the termination or limitation of coverage, exposing us to uninsured losses, thereby
adversely affecting our financial condition.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our failure to remain competitive with our numerous competitors, some of which have greater
resources, could adversely affect our ability to retain existing customers and obtain future
business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our industry is highly competitive. We compete with large companies and municipalities, many
of which have greater financial and operational resources. The non-hazardous solid waste
collection and disposal industry is led by three large national, publicly traded waste management
companies that account for approximately 57% of the estimated $43.0&nbsp;billion of annual industry
revenues. The industry also includes numerous regional and local companies. Additionally, many
counties and municipalities operate their own waste collection and disposal facilities and have
competitive advantages not available to private enterprises. We also encounter competition from
alternatives to landfill disposal, such as recycling and incineration, that benefit from state
requirements to reduce landfill disposal. If we are unable to successfully compete against our
competitors, our ability to retain existing customers and obtain future business could be adversely
affected.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may lose contracts through competitive bidding, early termination or governmental action, or we
may have to substantially lower prices in order to retain certain contracts, any of which would
cause our revenues to decline.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are parties to contracts with municipalities and other associations and agencies. Many of
these contracts are or will be subject to competitive bidding. We may not be the successful
bidder, or we may have to substantially lower prices in order to be the successful bidder. In
addition, some of our customers may terminate their contracts with us before the end of the
contract term. If we were not able to replace revenues from contracts lost through
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">competitive bidding or early termination or from lowering prices or from the renegotiation of
existing contracts with other revenues within a reasonable time period, our revenues could decline.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Municipalities may annex unincorporated areas within counties where we provide collection
services, and as a result, our customers in annexed areas may be required to obtain service from
competitors who have been franchised or contracted by the annexing municipalities to provide those
services. Some of the local jurisdictions in which we currently operate grant exclusive franchises
to collection and disposal companies, others may do so in the future, and we may enter markets
where franchises are granted by certain municipalities. Unless we are awarded a franchise by these
municipalities, we will lose customers which will cause our revenues to decline.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Comprehensive waste planning programs and initiatives required by state and local governments may
reduce demand for our services, which could adversely affect our waste volumes and the price of our
landfill disposal services.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of the states in which we operate landfills require counties and municipalities to
formulate comprehensive plans to reduce the volume of solid waste disposed of in landfills through
waste planning, recycling, composting or other programs. Some state and local governments mandate
waste reduction at the source and prohibit the disposal of certain types of wastes, such as yard
wastes, at landfills. These actions may reduce the volume of waste going to landfills in certain
areas, and therefore our landfills may not continue to operate at currently estimated volumes or
they may be unable to charge current prices for landfill disposal services.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Covenants in our credit facility and the agreements governing our other indebtedness may limit our
ability to grow our business and make capital expenditures.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our credit facility and certain of the agreements governing our other indebtedness impose
financial covenants and ratios that we must satisfy and other covenants that limit certain actions
that we may take (including, among other things, our ability to incur additional indebtedness,
grant liens and make investments) and acquisitions. All of these restrictions could affect our
ability to take advantage of potential business opportunities. Our ability to comply with these
covenants and restrictions may be affected by changes in economic or business conditions or other
events beyond our control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Failure to observe these restrictions could result in a default, allowing acceleration of the
debt incurred under those agreements, requiring us to repay the indebtedness under such credit
facility and, if we were unable to do so, allowing the lenders to foreclose on their collateral
(which includes substantially all of the assets we own, including the stock and assets of our
subsidiaries). A default also could result from our inability to repay any indebtedness when due.
Moreover, default under one agreement could lead to an acceleration of indebtedness under other
agreements that contain cross-acceleration or cross-default provisions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Changes in interest rates may affect our profitability.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our acquisition strategy could require us to incur substantial additional indebtedness in the
future, which will increase our interest expense. Further, to the extent that these borrowings are
subject to variable rates of interest, increases in interest rates will increase our interest
expense, which will affect our profitability. Effective November&nbsp;1, 2005, the Company entered into
an interest rate swap agreement whereby it exchanged $150&nbsp;million of its floating rate debt for
five-year fixed-rate debt. The LIBOR base interest rate for this portion will be increased by
0.685% for the balance of 2005 and will be 4.885% for the remainder of the term. As of November
30, 2005, we had $11.5&nbsp;million of floating rate-based long-term debt. If interest rates were to
change by 100 basis points, or 1%, this would result in a corresponding change of $0.1&nbsp;million in
annual interest expense.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Efforts by labor unions to organize our employees could divert management attention and increase
our operating expenses.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Labor unions have in the past attempted to organize our employees, and these efforts will
likely continue in the future. At its 2003 national meeting, the International Brotherhood of
Teamsters announced that our industry is one in which it will begin focusing its efforts. In March
2001, a group of employees chose to be represented by a union, and we negotiated a collective
bargaining agreement with them. As of October&nbsp;31, 2005, there were 15 employees in that group.
Additional groups of employees may seek union representation in the future, and the negotiation of
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">collective bargaining agreements could divert management attention and result in increased
operating expenses and lower net income. If we are unable to negotiate acceptable collective
bargaining agreements, we might have to wait through &#147;cooling off&#148; periods, which are often
followed by union-initiated work stoppages, including strikes. Depending on the type and duration
of these work stoppages, our operating expenses could increase significantly.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>A general downturn in U.S. economic conditions may reduce our business prospects and decrease our
revenues and cash flows.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is affected by general economic conditions. Any extended weakness in the U.S.
economy could reduce our business prospects and could cause decreases in our revenues and operating
cash flows. In addition, in a down-cycle economic environment, we would likely experience the
negative effects of increased competitive pricing pressure and customer turnover.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Current and proposed laws may restrict our ability to operate across local borders which could
affect our manner, cost and feasibility of doing business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of September&nbsp;30, 2005, approximately $1.6&nbsp;million, or 1.9%, of our revenue was earned from
the disposal of waste that is generated in a state other than the state where it is disposed.
Accordingly, only a small portion of our operations cross state borders, but these operations could
increase in the future. Some states have imposed restrictions on collection routes and disposal
locations. Our collection, transfer and landfill operations may also be affected in the future by
proposed &#147;flow control&#148; legislation that would allow state and local governments to direct waste
generated within their jurisdictions to a specific facility for disposal or processing. Moreover,
in the future, our operations may be affected by proposed federal legislation authorizing states to
regulate, limit or perhaps even prohibit interstate shipments of waste. If this or similar
legislation is enacted, state or local governments with jurisdiction over our landfills could act
to limit or prohibit disposal or processing of out-of-state waste in our landfills, whether
collected by us or by third parties which could affect our manner, cost and feasibility of doing
business.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may not be successful in expanding the permitted capacity of our current or future landfills,
which could restrict our growth, increase our disposal costs, and reduce our operating margins.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to meet our growth objectives depends in part on our ability to expand landfill
capacity, whether by acquisition or expansion. Exhausting permitted capacity at a landfill would
restrict our growth, and reduce our financial performance in the market served by the landfill
since we would be forced to dispose of collected waste at more distant landfills or at landfills
operated by our competitors, thereby increasing our waste disposal expenses. Although we have
received final permits on expansions at our existing landfills, there may be challenges, comments,
or delays that could have an adverse effect on our operations in these markets. Obtaining required
permits and approvals to expand landfills has become increasingly difficult and expensive,
requiring numerous hearings and compliance with various zoning, environmental and regulatory laws
and drawing resistance from citizens, environmental or other groups. Even if permits are granted,
they may contain burdensome terms and conditions or the timing required may be extensive and could
affect the remaining capacity at the landfill. We may choose to delay or forego tuck-in
acquisitions in markets where the remaining lives of our landfills are relatively short because
increased volumes would further shorten the lives of these landfills.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Risks Relating to Our Operations and Corporate Organization</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Poor decisions by our regional and local managers could result in the loss of customers or an
increase in costs, or adversely affect our ability to obtain future business.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We manage our operations on a decentralized basis. Therefore, regional and local managers
have the authority to make many decisions concerning their operations without obtaining prior
approval from executive officers. Poor decisions by regional or local managers could result in the
loss of customers or an increase in costs, or adversely affect our ability to obtain future
business.
</DIV>

<P align="center" style="font-size: 10pt">6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We are vulnerable to factors affecting our local markets, which could adversely affect our stock
price relative to our competitors.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The non-hazardous waste business is local in nature. Accordingly, our business in one or more
regions or local markets may be adversely affected by events and economic conditions relating to
those regions or markets even if the other regions of the country are not affected. As a result,
our financial performance may not compare favorably to our competitors with operations in other
regions, and our stock price could be adversely affected.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Seasonal fluctuations will cause our business and results of operations to vary among quarters,
which could adversely affect our stock price.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based on historical trends experienced by the businesses we have acquired, we expect our
operating results to vary seasonally, with revenues typically lowest in the first quarter, higher
in the second and third quarters, and again lower in the fourth quarter. This seasonality
generally reflects the lower volume of solid waste generated because of decreased construction and
demolition activities during the winter months. Adverse weather conditions negatively affect waste
collection productivity, resulting in higher labor and operational costs. The general increase in
precipitation during the winter months increases the weight of collected waste, resulting in higher
disposal costs, as costs are often calculated on a per ton basis. Because of these factors, we
expect operating income to be generally lower in the winter months. As a result our stock price
may be negatively affected by these variations. Additionally, severe weather during any time of
the year can negatively affect the costs of collection and disposal and may cause temporary
suspensions of our collection and disposal services. Long periods of inclement weather may
interfere with collection and landfill operations, delay the construction of landfill capacity and
reduce the volume of waste generated by our customers. Any of these conditions can adversely
affect our business and results of operations, which could negatively affect our stock price.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Failure to achieve and maintain effective internal controls in accordance with Section&nbsp;404 of the
Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are currently documenting and testing our internal control procedures in order to satisfy
the requirements of Section&nbsp;404 of the Sarbanes-Oxley Act, which requires annual management
assessments of the effectiveness of our internal control over financial reporting and a report by
our independent registered public accounting firm addressing these assessments. During the course
of our testing, we may identify deficiencies which we may not be able to remediate in time to meet
the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section&nbsp;404.
In addition, if we fail to maintain the adequacy of our internal controls, as such standards are
modified, supplemented or amended from time to time, we may not be able to ensure that we can
conclude on an ongoing basis that we have effective internal control over financial reporting in
accordance with Section&nbsp;404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an
effective internal control environment could have a material adverse effect on our business and our
stock price.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our success depends on key members of our senior management, the loss of any of whom could disrupt
our customer and business relationships and our operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our continued success depends in large part on the sustained contributions of
our chairman of the board and chief executive officer, Mr.&nbsp;Tom J. Fatjo, Jr., our president and
chief operating officer, Mr.&nbsp;Jerome M. Kruszka, and other members of our senior management. We
rely on them to identify and pursue new business opportunities and acquisitions and to execute
operational strategies. The loss of services of Messrs.&nbsp;Fatjo, Jr. or Kruszka or any other senior
management member could significantly impair our ability to identify and secure new contracts and
otherwise disrupt our operations. We do not maintain key person life insurance on any of our
senior executives. We have entered into employment agreements with our executive officers that
contain non-compete and confidentiality covenants. Despite these agreements, we may not be able to
retain these officers and may not be able to enforce the non-compete and confidentiality covenants
in their employment agreements.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Members of our senior management will devote a portion of their time to Waste Corporation of
America LLC&#146;s operations, which will divert their attention from our business and operations.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As indicated above, our continued success largely depends on the continued contributions of
our senior management. However, Messrs.&nbsp;Fatjo, Jr. and Kruszka and other members of our senior
management also serve as
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">executive officers of our former parent, Waste Corporation of America LLC, and, therefore,
devote a portion of their time to matters other than our business and operations. We believe that
senior management will devote approximately 10% of their time, on average, to Waste Corporation of
America LLC&#146;s operations.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Conflicts of interest to our and our stockholders&#146; detriment may arise between us and Waste
Corporation of America and its controlling equity holders, who own a significant portion of our
equity and has one director on our board.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William P. Esping and other related individuals and entities beneficially own approximately
12.8% of our common stock. Additionally, these parties continue to own approximately 60% of the
equity interests of Waste Corporation of America LLC, our former parent and a privately held solid
waste company with which we have administrative services, non-competition and other arrangements.
Mr.&nbsp;Ballard O. Castleman, who is a member of our board of directors, has an ownership position in
Waste Corporation of America LLC. In the event a conflict of interest arises between us and Waste
Corporation of America LLC and these parties, Mr.&nbsp;Castleman could favor his interests in Waste
Corporation of America LLC over his interests in us to the detriment of us and our other
stockholders.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Our executive officers, directors and their related entities own a significant interest in our
voting stock and may be able to exert significant influence over our management and affairs, which
may discourage a potential change of control transaction.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of February&nbsp;1, 2006, our executive officers, directors and their related entities owned or
controlled approximately 14.2% of the outstanding shares of our common stock. Accordingly, these
parties, acting together, could possess a controlling vote on matters submitted to a vote of the
holders of our common stock. As long as these individuals beneficially own a significant interest,
they will have the ability to significantly influence the election of members of our board of
directors and to influence our management and affairs. William P. Esping and other related
individuals and entities, collectively beneficially own approximately 12.8% of our common stock, as
well as approximately 60% of the equity of Waste Corporation of America LLC with which we have
administrative services, non-competition and other arrangements. This concentration of ownership,
the potential ability to significantly influence our management and affairs, and the potential
conflicts of interests relating to Waste Corporation of America LLC may have the effect of
preventing or discouraging transactions involving a potential change of control or otherwise
adversely affect us.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Provisions in our second amended and restated certificate of incorporation, our amended and
restated bylaws and Delaware law could prohibit a change of control that our stockholders may favor
and which could negatively affect our stock price.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions in our second amended and restated certificate of incorporation and our amended and
restated bylaws and applicable provisions of the Delaware General Corporation Law may make it more
difficult and expensive for a third party to acquire control of us even if a change of control
would be beneficial to the interests of our stockholders. These provisions could discourage
potential takeover attempts and could adversely affect the market price of our common stock. Our
second amended and restated certificate of incorporation and our amended and restated bylaws:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>authorize the issuance of blank check preferred stock that could be issued by our board
of directors to thwart a takeover attempt;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prohibit cumulative voting in the election of directors, which would otherwise allow
holders of less than a majority of stock to elect some directors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require super-majority voting to effect amendments to provisions of our amended and
restated bylaws concerning the number of directors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limit who may call special meetings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prohibit stockholder action by written consent, requiring all actions to be taken at a
meeting of the stockholders;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>establish advance notice requirements for nominating candidates for election to the
board of directors or for proposing matters that can be acted upon by stockholders at
stockholders meeting; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require that vacancies on the board of directors, including newly created directorships,
be filled only by a majority vote of directors then in office.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Section&nbsp;203 of the Delaware General Corporation Law may discourage, delay or
prevent a change in control by prohibiting us from engaging in a business combination with an
interested stockholder for a period of three years after the person becomes an interested
stockholder.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We do not anticipate paying cash dividends on our common stock in the foreseeable future, so you
can only realize a return on your investment by selling your shares of our common stock.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any
payment of cash dividends will depend upon our financial condition, capital requirements, earnings
and other factors and are prohibited by the terms of our credit facility. Accordingly, for the
foreseeable future you can only realize a return on your investment by selling your shares of our
common stock.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>We may issue preferred stock that has a liquidation or other preference over our common stock
without the approval of the holders of our common stock, which may affect those holders rights or
the market price of our common stock.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our board of directors is authorized to issue series of shares of preferred stock without any
action on the part of our stockholders. Our board of directors also has the power, without
stockholder approval, to set the terms of any such series of shares of preferred stock that may be
issued, including voting rights, dividend rights, preferences over our common stock with respect to
dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue
preferred stock in the future that has preference over our common stock with respect to the payment
of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock
with voting rights that dilute the voting power of our common stock, the rights of holders of our
common stock or the market price of our common stock could be adversely affected.
</DIV>

<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Some of the statements contained under &#147;Risk Factors&#148; and elsewhere in this prospectus and
contained in the documents incorporated in this prospectus by reference are forward-looking
statements within the meaning of Section&nbsp;27A of the Securities Act of 1933 and Section&nbsp;21E of the
Securities Exchange Act of 1934. From time to time, our public filings, press releases and other
communications (such as conference calls and presentations) will contain forward-looking
statements. These forward-looking statements can generally be identified as such because the
context of the statement will include words such as &#147;may,&#148; &#147;will,&#148; &#147;should,&#148; &#147;outlook,&#148; &#147;project,&#148;
&#147;intend,&#148; &#147;seek,&#148; &#147;plan,&#148; &#147;believe,&#148; &#147;anticipate,&#148; &#147;expect,&#148; &#147;estimate,&#148; &#147;potential,&#148; &#147;continue,&#148;
or &#147;opportunity,&#148; the negatives of these words, or similar words or expressions. Similarly,
statements that describe our future plans, objectives or goals are also forward-looking statements.
This is true of our description of our acquisition strategy and any expected benefits from any
acquisitions or acquisition strategy for example. It is also true of our statements concerning
&#147;run rates,&#148; which are estimates based upon a mixture of historical and projected results and
forecasts provided by third parties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We caution that forward-looking statements are not guarantees and are subject to known and
unknown risks and uncertainties. Since our business, operations and strategies are subject to a
number of risks, uncertainties and other factors, actual results may differ materially from those
described in the forward-looking statements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Thus, for example, our future financial performance will depend significantly on our ability
to execute our acquisition strategy, which will be subject to many risks and uncertainties
including, but not limited to, the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may be unable to identify, complete or integrate future acquisitions successfully;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we compete for acquisition candidates with other purchasers, some of which have greater
financial resources and may be able to offer more favorable terms;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>revenue and other synergies from acquisitions may not be fully realized or may take longer
to realize than expected;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may not be able to improve internalization rates by directing waste volumes from acquired
businesses to our landfills for regulatory, business or other reasons;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>businesses that we acquire may have unknown liabilities and require unforeseen capital
expenditures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes or disruptions associated with making acquisitions may make it more difficult to
maintain relationships with customers of the acquired businesses;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in connection with financing acquisitions, we may incur additional indebtedness, or may
issue additional shares of our common stock which would dilute the ownership percentage of existing
stockholders; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>rapid growth may strain our management, operational, financial and other resources.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is also subject to a number of operational risks and uncertainties that could
cause our actual results of operations or our financial condition to differ from any
forward-looking statements. These include, but are not limited to, the following:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we may not be able to obtain or maintain the permits necessary for operation and expansion
of our existing landfills or landfills that we might acquire or develop;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our costs may increase for, or we may be unable to provide, necessary financial assurances
to governmental agencies under applicable environmental regulations relating to our landfills;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>governmental regulations may require increased capital expenditures or otherwise
affect our business;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our business is capital intensive, requiring ongoing cash outlays that may
strain or consume our available capital and we may not always have access to the
additional capital that we require to execute our growth strategy;</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>possible changes in our estimates of site remediation requirements, final
capping, closure and post-closure obligations, compliance, regulatory developments and
insurance costs;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effect of limitations or bans on disposal or transportation of
out-of-state waste or certain categories of waste;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increases in the costs of disposal, labor and fuel could reduce operating
margins;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increases in costs of insurance or failure to maintain full coverage could
reduce operating income;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we are subject to environmental and safety laws, which restrict our
operations and increase our costs, and may impose significant unforeseen liabilities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we compete with large companies and municipalities with greater financial and
operational resources, and we also compete with alternatives to landfill disposal;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>covenants in our credit facilities and the instruments governing our other
indebtedness may limit our ability to grow our business and make capital expenditures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in interest rates may affect our results of operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a downturn in U.S. economic conditions or the economic conditions in our
markets may have an adverse impact on our business and results of operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the effect that weather has on our quarter to quarter results, as well as the
effect of extremely harsh weather or natural disasters on our operations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>failure to achieve and maintain effective internal controls in accordance
with Section&nbsp;404 of the Sarbanes-Oxley Act could have a material adverse effect on our
business and stock price; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our success depends on key members of our senior management, the loss of any
of whom could disrupt our customer and business relationships and our operations.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In our filings with the Securities and Exchange Commission (including the annual report on
Form 10-K for the year ended December&nbsp;31, 2004 and our quarterly reports on Form 10-Q for the
quarters ended March&nbsp;31, 2005, June&nbsp;30, 2005 and September&nbsp;30, 2005), we describe these and other
risks in greater detail. We refer you to those filings for additional information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The forward-looking statements included in this prospectus are only made as of the date of
this prospectus and we undertake no obligation to publicly update forward-looking statements to
reflect subsequent events or circumstances. The forward-looking statements included in the
documents incorporated by reference are accurate only as of the date of the document incorporated
by reference.
</DIV>

<P align="center" style="font-size: 10pt">11
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE COMPANY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are a vertically integrated, non-hazardous solid waste management company providing
non-hazardous construction/demolition, industrial and municipal solid waste collection, transfer,
processing, and disposal services in the south and central regions of the United States. As of
October&nbsp;31, 2005, we served approximately 171,000 commercial, industrial and residential customers
in Alabama, Arkansas, Florida, Kansas, Missouri, North Carolina, South Carolina, Tennessee and
Texas. We serve our customers through 23 collection operations, 21 transfer stations/materials
recovery facilities, and 19 landfills. Two of our transfer stations, one MSW landfill and one C&#038;D
landfill are fully permitted but have not yet commenced operations, and two transfer stations are
idle. Additionally, we currently operate but do not own two of the transfer stations, and we hold
certain prepaid disposal rights at landfills in Texas, Oklahoma and Arkansas owned and operated by
others.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WCA Waste was incorporated as a Delaware corporation in February&nbsp;2004, and our principal
operating subsidiary, WCA Waste Systems, Inc., was incorporated in Delaware in September&nbsp;2000.
Following its incorporation, WCA Waste Systems, Inc. acquired 32 separate solid waste management
operations from Waste Management, Inc. From our formation through October&nbsp;31, 2005, we have
successfully integrated 63 operating locations acquired in a total of 25 transactions (including
the transaction with Waste Management, Inc.).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We serve as a holding company for our subsidiaries, each of which is wholly owned and
controlled by us. Prior to an internal corporate reorganization completed prior to our initial
public offering in June&nbsp;2004, we were a wholly owned subsidiary of Waste Corporation of America,
LLC. As a result of the internal corporate reorganization, we briefly became the parent of Waste
Corporation of America, which we then spun off as a separate company with operations, assets and
liabilities associated with Waste Corporation of America&#146;s Florida, Colorado and New Mexico
operations. For information regarding the internal corporate reorganization completed prior to our
initial public offering in June&nbsp;2004, please read &#147;&#151;Internal Reorganization and Relationship With
Waste Corporation of America&#148; contained in our Annual Report on Form 10-K for the year ended
December&nbsp;31, 2004.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal executive offices are located at One Riverway, Suite&nbsp;1400, Houston, Texas 77056,
and our telephone number is (713)&nbsp;292-2400. Our website can be visited at www.wcawaste.com.
Information on our website or any other website is not incorporated into this prospectus by
reference and does not constitute a part of this prospectus.
</DIV>

<P align="center" style="font-size: 10pt">12
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>USE OF PROCEEDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock offered by this prospectus are being registered for the account of
the selling stockholders identified in this prospectus under the caption &#147;Selling Stockholders.&#148;
We will not receive any proceeds from the sale of the shares of common stock by the selling
stockholders.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SELLING STOCKHOLDERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to offers and sales by the selling stockholders of shares of common
stock acquired under the Amended and Restated 2004 WCA Waste Corporation Incentive Plan. As noted
in the table below, certain of the selling stockholders are our executive officers and directors.
In addition to those selling stockholders named in the table below, certain unnamed non-affiliates
of ours, each of whom may sell up to 1,000 shares of our common stock, may use this prospectus for
reoffers and resales of such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As the selling stockholders may sell all or some part of the common stock that they hold under
this prospectus and this offering is not being underwritten on a firm commitment basis, we are
unable to estimate the amount of common stock that will be held by the selling stockholders upon
termination of this offering. Our common stock offered by this prospectus may be offered from time
to time, in whole or in part, by the persons named below or by their transferees, as to whom
applicable information will, to the extent required, be set forth in a prospectus supplement.
There can be no assurance that the selling stockholders will offer or sell any of their shares
registered in this offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth information as of February&nbsp;1, 2006 regarding the beneficial
ownership of our common stock by the selling stockholders prior to this offering, the shares of our
common stock to be offered by the selling stockholders in this offering and the beneficial
ownership of our common stock by the selling stockholders after this offering. As of February&nbsp;1,
2006, there were 16,666,853 shares of our common stock outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except under applicable community property laws or as otherwise indicated in the footnotes to
the table below, the persons named in the table has sole voting and investment power with respect
to all shares beneficially owned. The address of the selling stockholders is c/o WCA Waste
Corporation, One Riverway, Suite&nbsp;1400, Houston, Texas 77056.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares Beneficially Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>Prior to the Offering (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>After the Offering (1) (2)</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name of Selling Stockholders</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>to be Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Tom J. Fatjo, Jr.<BR>
<I>Chairman of the Board and<BR>
Chief Executive Officer</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">920,816</TD>
    <TD nowrap valign="top">(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.5</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">75,963</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">844,853</TD>
    <TD nowrap valign="top">(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.1</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jerome M. Kruszka<BR>
<I>President and Chief<BR>
Operating Officer and
Director</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">567,175</TD>
    <TD nowrap valign="top">(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3.4</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">75,963</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">491,212</TD>
    <TD nowrap valign="top">(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3.0</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Charles A. Casalinova<BR>
<I>Senior Vice President and<BR>
Chief Financial Officer</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">267,668</TD>
    <TD nowrap valign="top">(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1.6</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">56,977</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">210,691</TD>
    <TD nowrap valign="top">(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1.3</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Tom J. Fatjo, III<BR>
<I>Senior Vice<BR>
President-Finance and<BR>
Secretary</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">407,429</TD>
    <TD nowrap valign="top">(6)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2.4</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">47,463</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">359,966</TD>
    <TD nowrap valign="top">(6)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2.2</TD>
    <TD nowrap valign="top">%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard E. Bean<BR>
<I>Director</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">116,683</TD>
    <TD nowrap valign="top">(7)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6,316</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">110,367</TD>
    <TD nowrap valign="top">(7)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ballard O. Castleman<BR>
<I>Director</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">60,192</TD>
    <TD nowrap valign="top">(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6,316</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">53,876</TD>
    <TD nowrap valign="top">(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Roger A. Ramsey<BR>
<I>Director</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">30,316</TD>
    <TD nowrap valign="top">(9)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6,316</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24,000</TD>
    <TD nowrap valign="top">(7)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kevin D. Mitchell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,895</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,895</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John K. O&#146;Brien
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">33,301</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,679</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">29,622</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Billy J. Hobby
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">31,969</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,347</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">28,622</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John C. Sesera
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">50,256</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,205</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">47,051</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Joseph J. Scarano, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">27,206</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,584</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23,622</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">John E. Menger
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">58,904</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,350</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">55,554</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Steve Seed
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,799</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,411</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5,388</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">13
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7"><B>Shares Beneficially Owned</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>Prior to the Offering (1)</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000"><B>After the Offering (1) (2)</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percent of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Name of Selling Stockholders</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>to be Offered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Common Stock</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Class</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">David Ewell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">21,445</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,671</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">18,774</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Barbara Kiser
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">34,328</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,437</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">31,891</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Michael L. Paxton
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">122,197</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,647</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">118,550</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Charles P. Hunt
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22,103</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,374</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">19,729</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Danielle Renee Forget-Shield
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11,789</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,289</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9,500</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Matthew Graham
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,225</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,197</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">13,028</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert Douglas Bartee
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">12,325</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,974</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,351</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Matthew May
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">153,010</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,431</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">151,579</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard May
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">139,860</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,431</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">138,429</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Nancy Shearer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,053</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,053</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">&#151;
</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Ken Biggs
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&#151;</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="3" align="center" valign="top">&#151;
</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Other unnamed stockholders
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">96,689</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">17,448</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">79,241</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">*</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Represents beneficial ownership of less than 1%.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>The amounts and percentages of common stock beneficially owned are reported on the basis of
regulations of the SEC governing the determination of beneficial ownership of securities.
Under the rules of the SEC, a person is deemed to be a &#147;beneficial owner&#148; of a security if
that person has or shares &#147;voting power,&#148; which includes the power to vote or to direct the
voting of such security, or &#147;investment power,&#148; which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be a beneficial owner of
any securities of which that person has a right to acquire beneficial ownership within 60
days, including through the exercise of options or warrants. Under these rules, more than one
person may be deemed a beneficial owner of the same securities and a person may be deemed a
beneficial owner of securities as to which he has no economic interest.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Assumes all the shares of our common stock that may be offered are sold.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 98,368 shares owned by Tom J. Fatjo, Jr. Trust, of which Mr.&nbsp;Fatjo, Jr. is the
trustee, and as such, he has voting and investment power over the assets of such trust,
including shares of common stock. Also includes 12,296 shares owned by Jacqueline Fatjo 1998
Gift Trust and 12,296 shares owned by Channing Fatjo 1998 Gift Trust, of which his daughters
are the beneficiaries. Also includes: (a)&nbsp;211,491 shares owned by Fatjo WCA Partners, L.P., a
limited partnership controlled by Mr.&nbsp;Fatjo, Jr.; (b)&nbsp;58,131 shares owned by FFAP, Ltd., a
limited partnership, the sole general partner of which is a corporation controlled by Mr.
Fatjo, Jr.; (c)&nbsp;51,288 shares representing Mr.&nbsp;Fatjo&#146;s proportionate indirect interest in
shares owned by Waste Corporation of America, LLC; and (d)&nbsp;100,000 shares underlying options
currently exercisable. Mr.&nbsp;Fatjo, Jr. disclaims beneficial ownership of the securities held
by Fatjo WCA Partners, L.P., FFAP Ltd. and Waste Corporation of America, LLC except to the
extent of his pecuniary interest therein.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (a)&nbsp;26,938 shares representing Mr.&nbsp;Kruszka&#146;s proportionate indirect interest in
shares owned by WCA LLC, of which Mr.&nbsp;Kruszka disclaims beneficial ownership; and (b)&nbsp;100,000
shares underlying options currently exercisable.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (a)&nbsp;9,343 shares representing Mr.&nbsp;Casalinova&#146;s proportionate indirect interest in
shares owned by WCA LLC, of which Mr.&nbsp;Casalinova disclaims beneficial ownership; and (b)
75,000 shares underlying options currently exercisable.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (a)&nbsp;3,074 shares owned by Thomas J. Fatjo, IV Descendant&#146;s Trust; (b)&nbsp;3,074 shares
owned by Berkeley E. Fatjo Descendant&#146;s Trust; (c)&nbsp;3,074 shares owned by Travis C. Fatjo
Descendant&#146;s Trust; (d)&nbsp;3,074 shares owned by Justin D. Ruud Descendant&#146;s Trust; (e)&nbsp;3,074
shares owned by Landon C. Ruud Descendant&#146;s Trust; (f)&nbsp;12,296 shares owned by Jacqueline Fatjo
1998 Gift Trust; and (g)&nbsp;12,296 shares owned by Channing Fatjo 1998 Gift Trust. Mr.&nbsp;Fatjo,
III is the trustee of each of these trusts, and as such, he has voting and investment power
over the assets of such trusts, including their shares of common stock. Also includes: (w)
11,510 shares held by Mr.&nbsp;Fatjo, III as a limited partner of FFAP, Ltd.; (x)&nbsp;26,172 shares
held by Mr.&nbsp;Fatjo, III as a limited partner of Fatjo WCA Partners, L.P.; (y)&nbsp;18,617 shares
representing Mr.&nbsp;Fatjo, III&#146;s proportionate indirect interest in shares owned by WCA LLC, of
which Mr.&nbsp;Fatjo, III disclaims beneficial ownership; and (z)&nbsp;65,000 shares underlying options
currently exercisable.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (a)&nbsp;6,222 shares representing Mr.&nbsp;Bean&#146;s proportionate indirect interest in shares
owned by WCA LLC, of which Mr.&nbsp;Bean disclaims beneficial ownership; and (b)&nbsp;20,000 shares
underlying options currently exercisable.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes: (a)&nbsp;2,333 shares representing Mr.&nbsp;Castleman&#146;s proportionate indirect interest in
shares owned by WCA LLC, of which Mr.&nbsp;Castleman disclaims beneficial ownership; and (b)&nbsp;20,000
shares underlying options currently exercisable.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 20,000 shares underlying options currently exercisable.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering the common stock covered by this prospectus for the selling stockholders
listed in the table set forth under the caption &#147;Selling Stockholders.&#148; As used in this
prospectus, the term &#147;selling stockholders&#148; includes the selling stockholders named in the table
above and any of their permitted donees, pledges, transferees, successors-in-interest or others who
may later hold such selling stockholder&#146;s interests in the shares of our common stock covered by
this prospectus and are entitled to resell the shares using this prospectus. We have registered
the selling stockholders&#146; shares of our common stock for resale to provide the selling stockholders
with freely tradeable shares of our common stock. However, resales by our executive officers and
non-employee directors pursuant to this prospectus must still comply with the requirements of Rule
144 of the Securities Act. Registration of the selling stockholders&#146; shares of our common stock
does not necessarily mean that the selling stockholders will offer or sell any of their shares. We
will not receive any proceeds from the offering or sale of the selling stockholders&#146; shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may sell the common stock being offered by this prospectus in one or
more of the following ways at various times, which may include block transactions or crosses:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to underwriters for resale to the public or to institutional investors;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>directly to the public or institutional investors; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through brokers, dealers or agents to the public or to institutional investors.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will act independently of us in making decisions with respect to the
timing, manner and size of each sale. We have advised the selling stockholders that the
anti-manipulative rules of Regulation&nbsp;M under the Securities Exchange Act of 1934, as amended, may
apply to sales in the market and have informed them of the possible need for delivery of copies of
this prospectus. The selling stockholders may sell the common stock on The Nasdaq National Market
or any other exchange or automated quotation system on which our common stock may be listed in the
future, in negotiated transactions or through a combination of these methods. Those sales may be
made at fixed prices, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. If underwriters are used in the sale, the common
stock will be acquired by the underwriters for their own account and may be resold at various times
in one or more transactions, including negotiated transactions, at a fixed public offering price or
prices, which may be changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. We are paying the expenses incurred in
registering the shares, but all selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders. A distribution of the common stock by the selling
stockholders may also be effected through the issuance by the selling stockholders or others of
derivative securities, including warrants, exchangeable securities, forward delivery contracts and
the writing of put or call options, or a combination of any of those derivative securities.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling stockholders may sell some or all of the shares of common stock
covered by this prospectus through:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>block trades in which a broker-dealer will attempt to sell as agent, but
may position or resell a portion of the block, as principal, in order to facilitate the
transaction;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>ordinary brokerage transactions and transactions in which a broker solicits purchasers; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>privately negotiated transactions.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When selling the common stock, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions. For example, the selling stockholders may:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into transactions involving short sales of the common stock by
broker-dealers or other financial institutions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell common stock short themselves and redeliver such shares to close out
their short positions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into options or other types of transactions that require the
selling stockholders to deliver common stock to a broker-dealer or other financial
institution, who will then resell or transfer the common stock under this prospectus
(as supplemented or amended to reflect the transaction); or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>loan or pledge the common stock to a broker-dealer or other financial
institution, who may sell the loaned shares or, in the event of default, sell the
pledged shares.</TD>
</TR>


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Broker-dealers engaged in connection with the sale of shares of common stock covered by this
prospectus may receive compensation in the form of discounts, concessions or commissions from the
selling stockholders or
purchasers of the shares for whom those broker-dealers may act as agents or to whom they sell
as principal, or both. The compensation of a particular broker-dealer may be less than or in excess
of customary commissions. Broker-dealers engaged by the selling stockholders may allow other
broker-dealers to participate in resales. The selling stockholders and any broker-dealers or
agents involved in the sale or resale of the common stock may be deemed to be &#147;underwriters&#148; within
the meaning of the Section&nbsp;2(a)(11) of the Securities Act. In addition, the commissions, discounts
or concessions paid to any such broker-dealers or agents in connection with the sale or resale of
the shares may be deemed to be underwriting commissions or discounts under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to selling shares of common stock under this prospectus, the selling stockholders
may:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>transfer shares of common stock in other ways not involving market makers
or established trading markets, including directly by gift, distribution, or other
transfer;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell shares of common stock pursuant to Rule&nbsp;144 under the Securities Act
rather than under this prospectus, if the transaction meets the requirements of Rule
144; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell shares of common stock by any other legally available means.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other than Rule&nbsp;10b5-1 plans created by certain of the selling stockholders, we are not aware
of any agreements, arrangements or understandings between the selling stockholders and any brokers,
dealers, agents or underwriters regarding the sale of shares of common stock by the selling
stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon our being notified by the selling stockholders that any material arrangement has been
entered into with an underwriter, broker-dealer or agent for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution, we will file a supplement
to this prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose to the extent applicable:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the name of the selling stockholders and of any participating underwriter, broker-dealer or agent;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number of shares involved;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the price at which those shares were sold;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the commissions paid or discounts or concessions allowed; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>other facts material to the transaction.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, if required by the Securities Act, we will file a supplement to this prospectus
upon being notified by the selling stockholders that any successor-in-interest that is entitled to
sell shares using this prospectus intends to sell more than 500 shares of common stock.
</DIV>
<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LEGAL MATTERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Andrews Kurth LLP will pass upon the validity of the common stock offered by this prospectus.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPERTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of WCA Waste Corporation (formerly WCA Waste Systems,
Inc.) and Subsidiaries as of December&nbsp;31, 2004 and 2003, and for each of the years in the
three-year period ended December&nbsp;31, 2004, have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting and auditing. The
audit report covering the December&nbsp;31, 2004 financial statements refers to the adoption of
Statement of Financial Accounting Standards No.&nbsp;142, &#147;Goodwill and Other Intangible Assets,&#148; on
January&nbsp;1, 2002, and the adoption of Statement of Financial Accounting Standards No.&nbsp;143,
&#147;Accounting for Asset Retirement Obligations,&#148; on January&nbsp;1, 2003.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Meyer &#038; Gabbert Excavating Contractors, Inc. as of
and for the year ended December&nbsp;31, 2004, have been incorporated by reference herein in reliance
upon the report of Bobbitt, Pittenger &#038; Company, P.A., independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The combined financial statements of Material Recovery, LLC and Affiliates as of December&nbsp;31,
2004, and for the year ended December&nbsp;31, 2004, have been incorporated by reference herein in
reliance upon the report of Melton &#038; Melton LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and
auditing.
</DIV>

<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>INFORMATION INCORPORATED BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents and information previously filed by us with the Securities and
Exchange Commission, or SEC, are incorporated by reference in this prospectus:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The annual report on Form 10-K for the fiscal year ended December&nbsp;31, 2004 as
filed by us with the SEC (File No.&nbsp;000-50808) on March&nbsp;24, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The quarterly reports on Form 10-Q for the fiscal quarters ended March&nbsp;31,
2005, June&nbsp;30, 2005 and September&nbsp;30, 2005 as filed by us with the SEC (File No.
000-50808) on May&nbsp;13, 2005, August&nbsp;9, 2005 and November&nbsp;8, 2005, respectively.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The current reports on Form 8-K as filed by us with the SEC (File No.
000-50808) on January&nbsp;18, 2005, January&nbsp;21, 2005, April&nbsp;6, 2005 (as subsequently
amended on June&nbsp;14, 2005), April&nbsp;25, 2005, May&nbsp;4, 2005 (except for Items 2.02 and 7.01
thereof and the related exhibits), June&nbsp;1, 2005, October&nbsp;6, 2005 (as subsequently
amended on December&nbsp;19, 2005) and December&nbsp;22, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock set forth under the caption &#147;Description of
Registrant&#146;s Securities to be Registered&#148; in our registration statement on Form 8-A
(File No.&nbsp;000-50808) as filed by us with the SEC on June&nbsp;21, 2004, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us with the SEC pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of the
Exchange Act (excluding any information furnished pursuant to Item&nbsp;2.02 and Item&nbsp;7.01 on any
current report on Form 8-K) subsequent to the date of this prospectus and prior to the termination
of the offering relating to this prospectus shall be deemed to be incorporated by reference in this
prospectus and to be a part of this prospectus from the date such documents are filed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in this prospectus or in a document incorporated or deemed to be
incorporated in this prospectus by reference shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is, or is deemed to be, incorporated by reference in this
prospectus modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Documents incorporated by reference in this prospectus are available from us without charge,
excluding any exhibits to those documents, unless the exhibit is specifically incorporated by
reference in those documents. You may request a copy of documents incorporated by reference in this
prospectus by contacting us in writing or by telephone at our principal executive offices:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">WCA Waste Corporation<BR>
Attention: Investor Relations<BR>
One Riverway, Suite&nbsp;1400<BR>
Houston, Texas 77056<BR>
Telephone: (713)&nbsp;292-2400
</DIV>

<DIV align="left">
<A name="110"></A>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the SEC a registration statement on Form S-8, of which this prospectus is a
part, under the Securities Act with respect to the shares of common stock offered by this
prospectus. The prospectus does not contain all of the information included in the registration
statement or in the exhibits to the registration statement. Statements contained in this prospectus
concerning the provisions of any document are not necessarily complete. You should refer to the
copies of these documents filed as exhibits to the registration statement or otherwise filed by us
with the SEC for a more complete understanding of the matter involved. Each statement concerning
these documents is qualified in its entirety by that reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are also subject to the informational requirements of the Exchange Act. In accordance with
the Exchange Act, we file periodic reports, proxy and information statements and other information
with the SEC. The registration statement on Form S-8, of which this prospectus is a part,
including the attached exhibits and schedules thereto, and any other information that we may file
with the SEC may be inspected and copied at the public reference room maintained by the SEC located
at 100 F Street, N.E., Room&nbsp;1580, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330
to obtain further information on the operation of the public reference room. The SEC maintains an
Internet site that contains reports, proxy and information statements and other information
</DIV>

<P align="center" style="font-size: 10pt">18
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">regarding registrants that file electronically with the SEC. In addition, copies of the
registration statement, including the exhibits and schedules, and the periodic reports, proxy and
information statements and other information that we file with the SEC may be obtained from the
SEC&#146;s Internet site at http://www.sec.gov.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also make available free of charge on the Investors Relations section of our Internet
website at http://www.wcawaste.com our annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K, and any amendments to those reports, as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC.
Information on our website or any other website is not incorporated into this prospectus by
reference and does not constitute a part of this prospectus.
</DIV>
<DIV align="left">
<A name="111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DISCLOSURE OF COMMISSION POSITION ON<BR>
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our directors and officers have the benefit of certain indemnification rights included in the
Delaware General Corporation Law, our amended and restated certificate of incorporation, our
amended and restated bylaws and other agreements. Our directors and officers are also covered by
certain insurance policies that we maintain. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
</DIV>

<P align="center" style="font-size: 10pt">19
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company incorporates by reference in this registration statement the following documents
and information previously filed with the Securities and Exchange Commission (the &#147;Commission&#148;):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The annual report on Form 10-K for the fiscal year ended December&nbsp;31, 2004 as
filed by the Company with the Commission (File No.&nbsp;000-50808) on March&nbsp;24, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The quarterly reports on Form 10-Q for the fiscal quarters ended March&nbsp;31,
2005, June&nbsp;30, 2005 and September&nbsp;30, 2005 as filed by the Company with the Commission
(File No.&nbsp;000-50808) on May&nbsp;13, 2005, August&nbsp;9, 2005 and November&nbsp;8, 2005,
respectively.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The current reports on Form 8-K as filed by the Company with the Commission
(File No.&nbsp;000-50808) on January&nbsp;18, 2005, January&nbsp;21, 2005, April&nbsp;6, 2005 (as amended
on June&nbsp;14, 2005), April&nbsp;25, 2005, May&nbsp;4, 2005 (except for Items 2.02 and 7.01 thereof
and the related exhibits), June&nbsp;1, 2005, October&nbsp;6, 2005 (as subsequently amended on
December&nbsp;19, 2005) and December&nbsp;22, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock set forth under the caption
&#147;Description of Registrant&#146;s Securities to be Registered&#148; in the Company&#146;s Registration
Statement on Form 8-A as filed by the Company with the Commission (File No.&nbsp;000-50808)
on June&nbsp;21, 2004, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), including all amendments and reports filed for the
purpose of updating such description.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed with the Commission by the Company pursuant to Sections&nbsp;13(a), 13(c), 14
or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item&nbsp;2.02 and Item
7.01 on any current report on Form 8-K) subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of
filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">Section&nbsp;8.1 of the Company&#146;s Second Amended and Restated Certificate of Incorporation states
that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;The Corporation shall indemnify, to the fullest extent permitted by applicable law,
each person who is or was a director or officer of the Corporation, and may
indemnify each employee and agent of the Corporation and all other persons whom the
Corporation is authorized to indemnify under the provisions of the DGCL, from and
against all expenses, liabilities or other matters arising out of or in any way
related to their status as such or their acts, omissions or services rendered in
such capacities.&#148;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Section&nbsp;8.2 of the Company&#146;s Amended and Restated Bylaws further provides that the Company shall
indemnify its officers and directors, and may indemnify its employees and agents, to the fullest
extent permitted by the laws of the State of Delaware.
</DIV>



<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">Section&nbsp;145 of the General Corporation Law of the State of Delaware (the &#147;DGCL&#148;) provides as
follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;(a) A corporation shall have 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, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact
that the person 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys&#146; fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good faith
and in a manner the person 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 the person&#146;s conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person 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 reasonable cause to believe that the person&#146;s conduct was unlawful.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(b)&nbsp;A corporation shall have 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 or
suit 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 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, partnership, joint
venture, trust or other enterprise against expenses (including attorneys&#146; fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(c)&nbsp;To the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a)&nbsp;and (b)&nbsp;of this section, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys&#146; fees) actually and reasonably incurred by such person
in connection therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(d)&nbsp;Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)&nbsp;and
(b)&nbsp;of this section. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (1)&nbsp;by a majority vote
of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2)&nbsp;by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or (3)&nbsp;if there are no such
directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4)&nbsp;by the stockholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(e)&nbsp;Expenses (including attorneys&#146; fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys&#146; fees) incurred by former
directors and officers or other employees and agents may be so paid upon such terms
and conditions, if any, as the corporation deems appropriate.
</DIV>

<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(f)&nbsp;The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person&#146;s official capacity and as
to action in another capacity while holding such office.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(g)&nbsp;A corporation shall have power 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, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person&#146;s status as such, whether
or not the corporation would have the power to indemnify such person against such
liability under this section.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(h)&nbsp;For purposes of this section, references to &#147;the corporation&#148; shall include, in
addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(i)&nbsp;For purposes of this section, references to &#147;other enterprises&#148; shall include
employee benefit plans; references to &#147;fines&#148; shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references to
&#147;serving at the request of the corporation&#148; shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner &#147;not opposed to the best interests of the corporation&#148; as referred
to in this section.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(j)&nbsp;The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">(k)&nbsp;The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under
this section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation&#146;s obligation to advance expenses (including attorneys&#146; fees).&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Amended and Restated Bylaws provide that the registrant may secure insurance on
behalf of any officer, director, employee or other agent. Section&nbsp;8.6 of the Company&#146;s Amended and
Restated Bylaws provides as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;The Board of Directors may authorize, by a vote of the majority of the number of
directors then in office, the 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 who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other 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 have the power to indemnify him
against such liability under the provisions of this Article&nbsp;VIII.&#148;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In accordance with its Amended and Restated Bylaws, the Company has obtained an insurance policy
providing for indemnification of officers and directors of the Company and certain other persons
against liabilities and expenses incurred by any of them in certain stated proceedings and under
certain stated conditions.
</DIV>


<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Second Amended and Restated Certificate of Incorporation and the DGCL limit the
personal liability of directors to the Company and its stockholders for monetary damages resulting
from breaches of the director&#146;s fiduciary duties. Section&nbsp;102(b)(7) of the DGCL provides in part
that a corporation&#146;s certificate of incorporation may contain: &#147;A provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such provision shall not eliminate or
limit the liability of a director: (i)&nbsp;for any breach of the director&#146;s duty of loyalty to the
corporation or its stockholders; (ii)&nbsp;for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii)&nbsp;under &#167;174 of this title; or (iv)&nbsp;for
any transaction from which the director derived an improper personal benefit.&#148; Section&nbsp;5.2 of the
Company&#146;s Second Amended and Restated Certificate of Incorporation states that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&#147;To the fullest extent now or hereafter permitted by the DGCL, no person who is or
was a director of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director.
No amendment to or repeal of this Section&nbsp;5.2 shall apply to or have any effect on
the liability of any director for or with respect to acts or omissions occurring
prior to such amendment or repeal.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to Item&nbsp;9 for the Company&#146;s undertakings with respect to indemnification for
liabilities arising under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock to be resold pursuant to this registration statement were
previously issued to certain of the Company&#146;s officers, non-employee directors and employees under
the Amended and Restated 2004 WCA Waste Corporation Incentive Plan in reliance upon the exemption
from the registration requirements of the Securities Act afforded by Section&nbsp;4(2) of the Securities
Act as a transaction by an issuer not involving any public offering. The Company believes that
exemptions other than the foregoing exemption may exist for these transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amended and Restated Certificate of Incorporation of WCA Waste
Corporation (incorporated by reference to Exhibit&nbsp;3.1 to WCA Waste Corporation&#146;s
Current Report on Form&nbsp;8-K (File No.&nbsp;000-50808) filed on December&nbsp;22, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.2
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of WCA Waste Corporation (incorporated by reference
to Exhibit&nbsp;3.2 to Amendment No.&nbsp;6 to WCA Waste Corporation&#146;s Registration Statement on
Form&nbsp;S-1 (File No.&nbsp;333-113416) filed on June&nbsp;21, 2004).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.3
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by
reference to Exhibit&nbsp;10.1 to WCA Waste Corporation&#146;s Current Report on Form&nbsp;8-K (File
No.&nbsp;000-50808) filed on June&nbsp;1, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.4
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen of Common Stock Certificate (incorporated by reference to Exhibit&nbsp;4.1
to Amendment No.&nbsp;2 to WCA Waste Corporation&#146;s Registration Statement on Form&nbsp;S-1 (File
No.&nbsp;333-113416) filed on May&nbsp;14, 2004).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.5
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Lien Credit Agreement, dated as of April&nbsp;28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, Comerica Bank, as syndication agent, and the other lenders party
thereto (incorporated by reference to Exhibit&nbsp;10.12 to the registrant&#146;s Form&nbsp;10-Q (File
No.&nbsp;000-50808) filed with the SEC on May&nbsp;13, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.6
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Lien Credit Agreement, dated as of April&nbsp;28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, and the other lenders thereto (incorporated by reference to Exhibit
10.13 to the registrant&#146;s Form&nbsp;10-Q (File No.&nbsp;000-50808) filed with the SEC on May&nbsp;13,
2005).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-4
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.7
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Stock Option Agreement under the Amended and Restated 2004 WCA Waste
Corporation Incentive Plan (incorporated by reference to Exhibit&nbsp;10.4 to the
registrant&#146;s Form&nbsp;10-Q (File No.&nbsp;000-50808) filed with the SEC on November&nbsp;10, 2004).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.8
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Executive Officer Restricted Stock Grant under the Amended and Restated
2004 WCA Waste Corporation Incentive Plan (incorporated by reference to Exhibit&nbsp;10.15
to WCA Waste Corporation&#146;s Annual Report on Form&nbsp;10-K (File No.&nbsp;000-50808) filed on
March&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&#043;4.9
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Non-Employee Director Restricted Stock Grant under the Amended and
Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by reference to
Exhibit&nbsp;10.21 to WCA Waste Corporation&#146;s Annual Report on Form&nbsp;10-K (File No.
000-50808) filed on March&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">*5.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Andrews Kurth LLP with respect to legality of the securities.</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">*23.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">*23.2
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Melton &#038; Melton, LLP.</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">*23.3
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Bobbitt, Pittenger &#038; Company, P.A.</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">*23.4
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Andrews Kurth LLP (included as part of Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">*24.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (set forth on the signature page of this registration statement).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&#043;</TD>
    <TD>&nbsp;</TD>
    <TD>Incorporated by reference.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>



<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;The undersigned registrant hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of
1933;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective registration statement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%"><I>Provided, however, </I>That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, 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.
</DIV>

<P align="center" style="font-size: 10pt">II-5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;If the registrant is a foreign private issuer, to file a post-effective amendment to the
registration statement to include any financial statements required by &#147;Item&nbsp;8.A. of Form&nbsp;20&#150;F (17
CFR 249.220f)&#148; at the start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section&nbsp;10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to registration statements on
Form&nbsp;F&#150;3 (&#167;239.33 of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section&nbsp;10(a)(3) of the Act or &#167;210.3&#150;19 of this
chapter if such financial statements and information are contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form&nbsp;F&#150;3.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If the registrant is relying on Rule&nbsp;430B (&#167;230.430B of this chapter):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) Each prospectus filed by the registrant pursuant to Rule&nbsp;424(b)(3) (&#167;230.424(b)(3) of this
chapter) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) Each prospectus required to be filed pursuant to Rule&nbsp;424(b)(2), (b)(5), or (b)(7)
(&#167;230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance
on Rule&nbsp;430B relating to an offering made pursuant to Rule&nbsp;415(a)(1)(i), (vii), or (x)
(&#167;230.415(a)(1)(i), (vii), or (x)&nbsp;of this chapter) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule&nbsp;430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the registration statement to
which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;If the registrant is subject to Rule&nbsp;430C (&#167;230.430C of this chapter), each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule&nbsp;430B or other than prospectuses filed in reliance on
Rule&nbsp;430A (&#167;230.430A of this chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications,
</DIV>

<P align="center" style="font-size: 10pt">II-6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule&nbsp;424 (&#167;230.424 of this chapter);
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan&#146;s annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item&nbsp;6 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.
</DIV>


<P align="center" style="font-size: 10pt">II-7
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="112"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on February&nbsp;15, 2006.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">WCA WASTE CORPORATION</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Charles A. Casalinova</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Charles A. Casalinova</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Senior Vice President and Chief Financial Officer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>POWER OF ATTORNEY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of WCA
Waste Corporation hereby constitutes and appoints Tom J. Fatjo, III, J. Edward Menger and Charles
A. Casalinova, and each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments), with all exhibits and any and all
documents required to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be
done in order to effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Signature</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Tom J. Fatjo, Jr.<BR>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Tom J. Fatjo, Jr.
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Executive Officer<BR>
and Chairman of the Board<BR>
of Directors (Principal<BR>
Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Jerome M. Kruszka<BR>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Jerome M. Kruszka
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President and Chief<BR>
Operating Officer and<BR>
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Charles A. Casalinova<BR>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Charles A. Casalinova
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Senior Vice President and<BR>
Chief Financial Officer<BR>
(Principal Financial<BR>
Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Kevin D. Mitchell<BR>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Kevin D. Mitchell
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Vice President and<BR>
Controller (Principal<BR>
Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Richard E. Bean<BR>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Richard E. Bean
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Ballard O. Castleman
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">/s/ Roger A. Ramsey<BR>
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Roger A. Ramsey
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">February&nbsp;15, 2006</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="113"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amended and Restated Certificate of Incorporation of WCA Waste
Corporation (incorporated by reference to Exhibit&nbsp;3.1 to WCA Waste Corporation&#146;s
Current Report on Form&nbsp;8-K (File No.&nbsp;000-50808) filed on December&nbsp;22, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated Bylaws of WCA Waste Corporation (incorporated by reference
to Exhibit&nbsp;3.2 to Amendment No.&nbsp;6 to WCA Waste Corporation&#146;s Registration Statement on
Form&nbsp;S-1 (File No.&nbsp;333-113416) filed on June&nbsp;21, 2004).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by
reference to Exhibit&nbsp;10.1 to WCA Waste Corporation&#146;s Current Report on Form&nbsp;8-K (File
No.&nbsp;000-50808) filed on June&nbsp;1, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen of Common Stock Certificate (incorporated by reference to Exhibit&nbsp;4.1
to Amendment No.&nbsp;2 to WCA Waste Corporation&#146;s Registration Statement on Form&nbsp;S-1 (File
No.&nbsp;333-113416) filed on May&nbsp;14, 2004).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Lien Credit Agreement, dated as of April&nbsp;28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, Comerica Bank, as syndication agent, and the other lenders party
thereto (incorporated by reference to Exhibit&nbsp;10.12 to the registrant&#146;s Form&nbsp;10-Q (File
No.&nbsp;000-50808) filed with the SEC on May&nbsp;13, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Lien Credit Agreement, dated as of April&nbsp;28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, and the other lenders thereto (incorporated by reference to Exhibit
10.13 to the registrant&#146;s Form&nbsp;10-Q (File No.&nbsp;000-50808) filed with the SEC on May&nbsp;13,
2005).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Stock Option Agreement under the Amended and Restated 2004 WCA Waste
Corporation Incentive Plan (incorporated by reference to Exhibit&nbsp;10.4 to the
registrant&#146;s Form&nbsp;10-Q (File No.&nbsp;000-50808) filed with the SEC on November&nbsp;10, 2004).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Executive Officer Restricted Stock Grant under the Amended and Restated
2004 WCA Waste Corporation Incentive Plan (incorporated by reference to Exhibit&nbsp;10.15
to WCA Waste Corporation&#146;s Annual Report on Form&nbsp;10-K (File No.&nbsp;000-50808) filed on
March&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#043;4.9
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Non-Employee Director Restricted Stock Grant under the Amended and
Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by reference to
Exhibit&nbsp;10.21 to WCA Waste Corporation&#146;s Annual Report on Form&nbsp;10-K (File No.
000-50808) filed on March&nbsp;24, 2005).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Andrews Kurth LLP with respect to legality of the securities.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Melton &#038; Melton, LLP.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Bobbitt, Pittenger &#038; Company, P.A.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Andrews Kurth LLP (included as part of Exhibit&nbsp;5.1).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (set forth on the signature page of this registration statement).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&#043;</TD>
    <TD>&nbsp;</TD>
    <TD>Incorporated by reference.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on February 15, 2006
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WCA WASTE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
20-0829917
(I.R.S. Employer
Identification No.)
One Riverway, Suite 1400
Houston, Texas
(Address of Principal Executive Offices)
77056
(Zip Code)
Amended and Restated
2004 WCA Waste Corporation Incentive Plan
(Full title of the plan)
J. Edward Menger
WCA Waste Corporation
One Riverway, Suite 1400
Houston, Texas 77056
(Name and address of agent for service)
(713) 292-2400
(Telephone number, including area code, of agent for service)
Copies to:
Jeff C. Dodd
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Amount of
Title of securities
Amount to be
offering price
aggregate offering
registration
to be registered
registered
per share
price
fee
Common Stock, par value $0.01 per share
644,334 shares (1)(3)
$9.52 (1)
$6,134,059.68
$656.35
Common Stock, par value $0.01 per share
855,666 shares (2)(3)
$7.25 (2)
$6,203,578.50
$663.78
(1)
Represents shares of common stock reserved for issuance pursuant to outstanding stock options
having a weighted average exercise price of $9.52 granted pursuant to the Amended and Restated
2004 WCA Waste Corporation Incentive Plan. The registration fee for such shares was
calculated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended,
based on the weighted average exercise price of such options.
(2)
Represents 514,929 shares of common stock reserved for issuance under the Amended and
Restated 2004 WCA Waste Corporation Incentive Plan and 340,737 shares of common stock issued
prior to the date hereof under the Amended and Restated 2004 WCA Waste Corporation Incentive
Plan. The registration fee for such shares was calculated in accordance with Rule 457(h)
under the Securities Act of 1933, as amended, based on the average of the high and low prices
of the common stock on February 8, 2006 as reported on The Nasdaq National Market.
(3)
Pursuant to Rule 416(a) under the Securities Act, there is also being registered such
additional number of shares of Common Stock that become available under the plan because of
events such as recapitalizations, stock dividends, stock splits or similar transactions
effected without the receipt of consideration that increases the number of outstanding shares
of common stock.
Table of Contents
EXPLANATORY NOTE
This registration statement on Form S-8 includes a reoffer prospectus prepared in accordance
with Instruction C of Form S-8 and Part I of Form S-3. The reoffer prospectus relates solely to
reoffers and resales on a continuous or delayed basis in the future of up to an aggregate of
340,737 shares that constitute "restricted securities" that were issued to officers, non-employee
directors and other employees of WCA Waste Corporation under the Amended and Restated 2004 WCA
Waste Corporation Incentive Plan prior to the filing of this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 (plan information
and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. WCA Waste
Corporation (the "Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428(a)(2) of the Securities Act. Upon request, the Company shall furnish to the
Securities and Exchange Commission or its staff a copy of any or all of the documents included in
the file.
Table of Contents
PROSPECTUS
340,737 Shares
WCA Waste Corporation
Common Stock
The selling stockholders identified in this prospectus will from time to time sell the shares
of our common stock offered by this prospectus. Please read "Selling Stockholders." The shares to
be sold by the selling stockholders were acquired pursuant to the Amended and Restated WCA Waste
Corporation Incentive Plan.
The sales may occur in transactions on The Nasdaq National Market at prevailing market prices,
in negotiated transactions or through a combination of these methods. The selling stockholders may
offer the shares at fixed prices, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. We will not receive proceeds
from any of these sales. We are paying the expenses incurred in registering the shares, but all
selling and other expenses incurred by the selling stockholders will be borne by the selling
stockholders.
The shares of common stock included in this prospectus are "restricted securities" under the
Securities Act of 1933, as amended, before their sale under this prospectus as such shares were not
previously registered. This prospectus has been prepared for the purpose of registering the shares
under the Securities Act to allow for future sales by the selling stockholders, on a continuous or
delayed basis, to the public without restriction (except for those shares sold on behalf of our
executive officers and directors which must comply with Rule 144). The selling stockholders and
any broker-dealer or agents involved in the sale or resale of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act. In addition, any commissions, discounts
or concessions paid to any such broker-dealer or agent in connection with the sale or resale of the
shares may be deemed to be underwriting commissions or discounts under the Securities Act. Please
read "Plan of Distribution."
Our common stock is listed for quotation on The Nasdaq National Market under the symbol
"WCAA." On February 14, 2006, the last reported sales price of our common stock, as reported on The
Nasdaq National Market, was $7.67 per share.
Our principal executive offices are located at One Riverway, Suite 1400, Houston, Texas 77056,
and our telephone number is (713) 292-2400.
Unless the context requires otherwise, references in this prospectus to "WCA Waste
Corporation," "we," "us" or "our" refer to WCA Waste Corporation and its direct and indirect
subsidiaries on a consolidated basis.
Investing in our common stock involves risk. Please read "Risk Factors" beginning on page 1.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 15, 2006.
TABLE OF CONTENTS
Risk Factors
1
Cautionary Statement About Forward-Looking Statements
10
The Company
12
Use Of Proceeds
13
Selling Stockholders
13
Plan Of Distribution
16
Legal Matters
17
Experts
17
Information Incorporated By Reference
18
Where You Can Find More Information
18
Disclosure Of Commission Position On Indemnification For Securities Act Liabilities
19
Opinion of Andrews Kurth LLP
Consent of KPMG LLP
Consent of Melton & Melton, LLP
Consent of Bobbitt, Pittenger & Company, P.A.
You should rely only on the information contained in or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales of our common stock are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus, regardless of the date of
delivery of this prospectus or any sale of shares of our common stock. The information contained
in the documents incorporated by reference in this prospectus is accurate only as of the date of
the document incorporated by reference. Neither the delivery of this prospectus nor any sale or
offer to sell the shares made hereunder shall under any circumstances create any implication that
there has been no change in our affairs since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
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RISK FACTORS
Investing in our common stock involves risk. Before making an investment in our common stock,
you should carefully consider the following risks, as well as the other information contained in
this prospectus and the documents incorporated and deemed to be incorporated in this prospectus.
Any of the risk factors described below could significantly and adversely affect our business,
prospects, financial condition and results of operations. As a result, the trading price of our
common stock could decline and you may lose all or part of your investment. The risks and
uncertainties described below are not the only ones facing us. Additional risks and uncertainties
not presently known to us, or that we currently deem immaterial, may also harm our business.
Risks Relating to Our Acquisition Program
We may be unable to identify, complete or integrate future acquisitions, which may harm our
prospects.
We may be unable to identify appropriate acquisition candidates. If we do identify an
appropriate acquisition candidate, we may not be able to negotiate acceptable terms or finance the
acquisition or, if the acquisition occurs, effectively integrate the acquired business into our
existing business. Negotiations of potential acquisitions and the integration of acquired business
operations require a disproportionate amount of management's attention and our resources. Even if
we complete additional acquisitions, continued financing may not be available or available on
reasonable terms, any new businesses may not generate revenues comparable to our existing
businesses, the anticipated cost efficiencies or synergies may not be realized and these businesses
may not be integrated successfully or operated profitably or accretive to our earnings.
We compete for acquisition candidates with other purchasers, some of which have greater financial
resources and may be able to offer more favorable terms, thus limiting our ability to grow through
acquisitions.
Other companies in the solid waste services industry also have a strategy of acquiring and
consolidating regional and local businesses. We expect that as the consolidation trend in our
industry continues, the competition for acquisitions will increase. Competition for acquisition
candidates may make fewer acquisition opportunities available to us or make those opportunities
more expensive.
In connection with financing acquisitions, we may incur additional indebtedness, or may issue
additional shares of our common stock which would dilute the ownership percentage of existing
stockholders.
We intend to finance acquisitions with available cash, borrowings under our credit facility,
shares of our common stock or a combination of these means. As a result, we may incur additional
indebtedness or issue additional shares of our common stock which would dilute the ownership
percentage of existing stockholders. Our credit facility contains covenants restricting, among
other things, the amount of additional indebtedness. We expect to offer shares of our common stock
as some or all of the consideration for certain acquisitions. Our ability to do so will depend in
part on the attractiveness of our common stock. This attractiveness may depend largely on the
capital appreciation prospects of our common stock compared to the common stock of our competitors.
If the market price of our common stock were to decline materially over a prolonged period of
time, we may find it difficult to use our common stock as consideration for acquisitions.
Businesses that we acquire may have unknown liabilities and require unforeseen capital
expenditures, which would adversely affect our financial results.
We may acquire businesses with liabilities that we fail to discover, including liabilities
arising from non-compliance with environmental laws by prior owners for which we may be responsible
as the successor owner. Moreover, as we integrate a new business, we may discover that required
expenses and capital expenditures are greater than anticipated, which would adversely affect our
financial results.
Rapid growth may strain our management, operational, financial and other resources, which would
adversely affect our financial results.
Executing our acquisition strategy will require significant time from our senior management.
We may also be required to expand our operational and financial systems and controls and our
management information systems capabilities. We may also need to attract and train additional
senior managers, technical professionals and other
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employees. Failure to do any of these could restrict our ability to maintain and improve our
profitability while continuing to grow.
We may incur charges related to acquisitions, which could lower our earnings.
We capitalize some expenditures and advances relating to acquisitions and pending
acquisitions, but expense indirect acquisition costs, including general corporate overhead, as they
are incurred. Any unamortized capitalized expenditures and advances (net of any amount that we
estimate we will recover, through sale or otherwise) that relate to any pending acquisition that is
not consummated will be expensed. We, therefore, may incur charges in future periods, which could
lower our earnings.
Risks Relating To Our Business
We are subject to environmental and safety laws, which restrict our operations and increase our
costs.
We are subject to extensive federal, state and local laws and regulations relating to
environmental protection and occupational safety and health. These include, among other things,
laws and regulations governing the use, treatment, storage and disposal of wastes and materials,
air quality, water quality and the remediation of contamination associated with the release of
hazardous substances. Our compliance with existing regulatory requirements is costly, and
continued changes in these regulations could increase our compliance costs. Government laws and
regulations often require us to enhance or replace our equipment and to modify landfill operations
and may, in the future, require us to initiate final closure of a landfill. We are required to
obtain and maintain permits that are subject to strict regulatory requirements and are difficult
and costly to obtain and maintain. We may be unable to implement price increases sufficient to
offset the cost of complying with these laws and regulations. In addition, regulatory changes
could accelerate or increase expenditures for closure and post-closure monitoring at solid waste
facilities and obligate us to spend sums over the amounts that we have accrued.
We may become subject to environmental clean-up costs or litigation that could curtail our business
operations and materially decrease our earnings.
The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended,
or CERCLA, and analogous state laws provide for the remediation of contaminated facilities and
impose strict joint and several liability for remediation costs on current and former owners or
operators of a facility at which there has been a release or a threatened release of a "hazardous
substance." This liability is also imposed on persons who arrange for the disposal of and who
transport such substances to the facility. Hundreds of substances are defined as "hazardous" under
CERCLA and their presence, even in small amounts, can result in substantial liability. The expense
of conducting a cleanup can be significant. Notwithstanding our efforts to comply with applicable
regulations and to avoid transporting and receiving hazardous substances, we may have liability
because these substances may be present in waste collected by us or disposed of in our landfills,
or in waste collected, transported or disposed of in the past by companies that we acquire even if
we did not collect or dispose of the waste while we owned the landfill. The actual costs for these
liabilities could be significantly greater than the amounts that we might be required to accrue on
our financial statements from time to time.
In addition to the costs of complying with environmental regulations, we may incur costs to
defend against litigation brought by government agencies and private parties. As a result, we may
be required to pay fines or our permits and licenses may be modified or revoked. We may in the
future be a defendant in lawsuits brought by governmental agencies and private parties who assert
claims alleging environmental damage, personal injury, property damage and/or violations of permits
and licenses by us. A significant judgment against us, the loss of a significant permit or license
or the imposition of a significant fine could curtail our business operations and may decrease our
earnings.
Our accruals for landfill closure and post-closure costs may be inadequate, and our earnings would
be lower if we are required to pay or accrue additional amounts.
We are required to pay closure and post-closure costs of any disposal facilities that we own
or operate. We accrue for future closure and post-closure costs of our owned landfills, for a term
of up to 30 years for landfills, based on engineering estimates of future requirements associated
with the final landfill design and closure and post-
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closure process. Our obligations to pay
closure and post-closure costs, including for monitoring, may exceed the
amount we accrued, which would adversely affect our earnings. Expenditures for these costs
may increase as a result of any federal, state or local government regulatory action, including
changes in closing or monitoring activities, types and quantities of materials used or the period
of required post-closure monitoring. These factors could substantially increase our operating
costs and therefore impair our ability to invest in our existing facilities or new facilities. The
amount of our accruals is based upon estimates by management and engineers and accountants. We
review at least annually our estimates for closure and post-closure costs, and any change in our
estimates could require us to accrue additional amounts.
We may be unable to obtain financial assurances necessary for our operations, which could result in
the closure of landfills or the termination of collection contracts.
We are required to provide financial assurances to governmental agencies under applicable
environmental regulations relating to landfill closure and post-closure obligations, our landfill
operations, and other collection and disposal contracts. We satisfy these financial assurances
requirements by providing performance bonds, letters of credit, insurance policies or trust
deposits. During the past three years, the costs associated with bonding and insurance have risen
dramatically, the financial capacity and other requirements imposed by bonding and insurance
companies have become more difficult to comply with than in prior years, and the number of these
bonding and insurance companies has decreased. We have been required, and may in the future be
required, to obtain personal guarantees from certain of our senior executive officers, directors
and an affiliate of our largest stockholder in order to obtain these types of instruments. We have
compensated and indemnified, and may in the future compensate and indemnify, our senior executive
officers, directors and the affiliate of our largest stockholder for these guarantees. We may be
unable to provide the level of financial assurance that we are required to provide in the future or
it may become too costly to do so, which in either case could result in the closure of landfills or
the termination of collection contracts.
Our business is capital intensive, requiring ongoing cash outlays that may strain or consume our
available capital and force us to sell assets, incur debt, or sell equity on unfavorable terms.
Our ability to remain competitive, grow and maintain operations largely depends on our cash
flow from operations and access to capital. Maintaining our existing operations and expanding them
through internal growth or acquisitions requires large capital expenditures. As we undertake more
acquisitions and further expand our operations, the amount we expend on capital, closure and
post-closure and remediation expenditures will increase. These increases in expenditures may
result in lower levels of working capital or require us to finance working capital deficits. We
intend to continue to fund our cash needs through cash flow from operations and borrowings under
our credit facility, if necessary. However, we may require additional equity or debt financing to
fund our growth.
We do not have complete control over our future performance because it is subject to general
economic, political, financial, competitive, legislative, regulatory and other factors. It is
possible that our business may not generate sufficient cash flow from operations, and we may not
otherwise have the capital resources, to allow us to make necessary capital expenditures. If this
occurs, we may have to sell assets, restructure our debt or obtain additional equity capital, which
could be dilutive to our stockholders. We may not be able to take any of the foregoing actions,
and we may not be able to do so on terms favorable to us or our stockholders.
Increases in the costs of disposal may reduce our operating margins.
We dispose of approximately one-fourth of the waste that we collect in landfills operated by
others, but that rate may increase in the future. We may incur increases in disposal fees paid to
third parties or in the costs of operating our own landfills. Failure to pass these costs on to
our customers may reduce our operating margins.
Increases in the costs of labor may reduce our operating margins.
We compete with other businesses in our markets for qualified employees. The labor market is
currently tight in many of the areas in which we operate. A shortage of qualified employees would
require us to enhance our wage and benefits packages to compete more effectively for employees or
to hire more expensive temporary employees. Labor is our second largest operating cost, and even
relatively small increases in labor costs per employee could materially affect our cost structure.
Failure to attract and retain qualified employees, to control our labor costs, or to
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recover any increased labor costs through increased prices we charge for our services or
otherwise offset such increases with cost savings in other areas may reduce our operating margins.
Increases in the costs of fuel may reduce our operating margins.
The price and supply of fuel needed to run our collection and transfer trucks and our landfill
equipment is unpredictable and fluctuates based on events outside our control, including
geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas
producers, war and unrest in oil producing countries, regional production patterns and
environmental concerns. For the nine months ended September 30, 2005 and during 2004, we
experienced increases in the cost of diesel fuel as a percentage of revenue of 6.2% and 4.9%,
respectively, as compared to prior periods. Any significant price escalations or reductions in the
supply could increase our operating expenses or interrupt or curtail our operations. Failure to
offset all or a portion of any increased fuel costs through increased fees or charges would reduce
our operating margins.
Increases in costs of insurance would reduce our operating margins.
One of our largest operating costs is for insurance coverage, including general liability,
automobile physical damage and liability, property, employment practices, pollution, directors and
officers, fiduciary, workers' compensation and employer's liability coverage, as well as umbrella
liability policies to provide excess coverage over the underlying limits contained in our primary
general liability, automobile liability and employer's liability policies. Changes in our
operating experience, such as an increase in accidents or lawsuits or a catastrophic loss, could
cause our insurance costs to increase significantly or could cause us to be unable to obtain
certain insurance. Increases in insurance costs would reduce our operating margins. Changes in
our industry and perceived risks in our business could have a similar effect.
We may not be able to maintain sufficient insurance coverage to cover the risks associated with our
operations, which could result in uninsured losses that would adversely affect our financial
condition.
Integrated non-hazardous waste companies are exposed to a variety of risks that are typically
covered by insurance arrangements. However, we may not be able to maintain sufficient insurance
coverage to cover the risks associated with our operations for a variety of reasons. Increases in
insurance costs and changes in the insurance markets may, given our resources, limit the coverage
that we are able to maintain or prevent us from insuring against certain risks. Large or
unexpected losses may exceed our policy limits, adversely affecting our results of operations, and
may result in the termination or limitation of coverage, exposing us to uninsured losses, thereby
adversely affecting our financial condition.
Our failure to remain competitive with our numerous competitors, some of which have greater
resources, could adversely affect our ability to retain existing customers and obtain future
business.
Our industry is highly competitive. We compete with large companies and municipalities, many
of which have greater financial and operational resources. The non-hazardous solid waste
collection and disposal industry is led by three large national, publicly traded waste management
companies that account for approximately 57% of the estimated $43.0 billion of annual industry
revenues. The industry also includes numerous regional and local companies. Additionally, many
counties and municipalities operate their own waste collection and disposal facilities and have
competitive advantages not available to private enterprises. We also encounter competition from
alternatives to landfill disposal, such as recycling and incineration, that benefit from state
requirements to reduce landfill disposal. If we are unable to successfully compete against our
competitors, our ability to retain existing customers and obtain future business could be adversely
affected.
We may lose contracts through competitive bidding, early termination or governmental action, or we
may have to substantially lower prices in order to retain certain contracts, any of which would
cause our revenues to decline.
We are parties to contracts with municipalities and other associations and agencies. Many of
these contracts are or will be subject to competitive bidding. We may not be the successful
bidder, or we may have to substantially lower prices in order to be the successful bidder. In
addition, some of our customers may terminate their contracts with us before the end of the
contract term. If we were not able to replace revenues from contracts lost through
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competitive bidding or early termination or from lowering prices or from the renegotiation of
existing contracts with other revenues within a reasonable time period, our revenues could decline.
Municipalities may annex unincorporated areas within counties where we provide collection
services, and as a result, our customers in annexed areas may be required to obtain service from
competitors who have been franchised or contracted by the annexing municipalities to provide those
services. Some of the local jurisdictions in which we currently operate grant exclusive franchises
to collection and disposal companies, others may do so in the future, and we may enter markets
where franchises are granted by certain municipalities. Unless we are awarded a franchise by these
municipalities, we will lose customers which will cause our revenues to decline.
Comprehensive waste planning programs and initiatives required by state and local governments may
reduce demand for our services, which could adversely affect our waste volumes and the price of our
landfill disposal services.
Many of the states in which we operate landfills require counties and municipalities to
formulate comprehensive plans to reduce the volume of solid waste disposed of in landfills through
waste planning, recycling, composting or other programs. Some state and local governments mandate
waste reduction at the source and prohibit the disposal of certain types of wastes, such as yard
wastes, at landfills. These actions may reduce the volume of waste going to landfills in certain
areas, and therefore our landfills may not continue to operate at currently estimated volumes or
they may be unable to charge current prices for landfill disposal services.
Covenants in our credit facility and the agreements governing our other indebtedness may limit our
ability to grow our business and make capital expenditures.
Our credit facility and certain of the agreements governing our other indebtedness impose
financial covenants and ratios that we must satisfy and other covenants that limit certain actions
that we may take (including, among other things, our ability to incur additional indebtedness,
grant liens and make investments) and acquisitions. All of these restrictions could affect our
ability to take advantage of potential business opportunities. Our ability to comply with these
covenants and restrictions may be affected by changes in economic or business conditions or other
events beyond our control.
Failure to observe these restrictions could result in a default, allowing acceleration of the
debt incurred under those agreements, requiring us to repay the indebtedness under such credit
facility and, if we were unable to do so, allowing the lenders to foreclose on their collateral
(which includes substantially all of the assets we own, including the stock and assets of our
subsidiaries). A default also could result from our inability to repay any indebtedness when due.
Moreover, default under one agreement could lead to an acceleration of indebtedness under other
agreements that contain cross-acceleration or cross-default provisions.
Changes in interest rates may affect our profitability.
Our acquisition strategy could require us to incur substantial additional indebtedness in the
future, which will increase our interest expense. Further, to the extent that these borrowings are
subject to variable rates of interest, increases in interest rates will increase our interest
expense, which will affect our profitability. Effective November 1, 2005, the Company entered into
an interest rate swap agreement whereby it exchanged $150 million of its floating rate debt for
five-year fixed-rate debt. The LIBOR base interest rate for this portion will be increased by
0.685% for the balance of 2005 and will be 4.885% for the remainder of the term. As of November
30, 2005, we had $11.5 million of floating rate-based long-term debt. If interest rates were to
change by 100 basis points, or 1%, this would result in a corresponding change of $0.1 million in
annual interest expense.
Efforts by labor unions to organize our employees could divert management attention and increase
our operating expenses.
Labor unions have in the past attempted to organize our employees, and these efforts will
likely continue in the future. At its 2003 national meeting, the International Brotherhood of
Teamsters announced that our industry is one in which it will begin focusing its efforts. In March
2001, a group of employees chose to be represented by a union, and we negotiated a collective
bargaining agreement with them. As of October 31, 2005, there were 15 employees in that group.
Additional groups of employees may seek union representation in the future, and the negotiation of
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collective bargaining agreements could divert management attention and result in increased
operating expenses and lower net income. If we are unable to negotiate acceptable collective
bargaining agreements, we might have to wait through "cooling off" periods, which are often
followed by union-initiated work stoppages, including strikes. Depending on the type and duration
of these work stoppages, our operating expenses could increase significantly.
A general downturn in U.S. economic conditions may reduce our business prospects and decrease our
revenues and cash flows.
Our business is affected by general economic conditions. Any extended weakness in the U.S.
economy could reduce our business prospects and could cause decreases in our revenues and operating
cash flows. In addition, in a down-cycle economic environment, we would likely experience the
negative effects of increased competitive pricing pressure and customer turnover.
Current and proposed laws may restrict our ability to operate across local borders which could
affect our manner, cost and feasibility of doing business.
As of September 30, 2005, approximately $1.6 million, or 1.9%, of our revenue was earned from
the disposal of waste that is generated in a state other than the state where it is disposed.
Accordingly, only a small portion of our operations cross state borders, but these operations could
increase in the future. Some states have imposed restrictions on collection routes and disposal
locations. Our collection, transfer and landfill operations may also be affected in the future by
proposed "flow control" legislation that would allow state and local governments to direct waste
generated within their jurisdictions to a specific facility for disposal or processing. Moreover,
in the future, our operations may be affected by proposed federal legislation authorizing states to
regulate, limit or perhaps even prohibit interstate shipments of waste. If this or similar
legislation is enacted, state or local governments with jurisdiction over our landfills could act
to limit or prohibit disposal or processing of out-of-state waste in our landfills, whether
collected by us or by third parties which could affect our manner, cost and feasibility of doing
business.
We may not be successful in expanding the permitted capacity of our current or future landfills,
which could restrict our growth, increase our disposal costs, and reduce our operating margins.
Our ability to meet our growth objectives depends in part on our ability to expand landfill
capacity, whether by acquisition or expansion. Exhausting permitted capacity at a landfill would
restrict our growth, and reduce our financial performance in the market served by the landfill
since we would be forced to dispose of collected waste at more distant landfills or at landfills
operated by our competitors, thereby increasing our waste disposal expenses. Although we have
received final permits on expansions at our existing landfills, there may be challenges, comments,
or delays that could have an adverse effect on our operations in these markets. Obtaining required
permits and approvals to expand landfills has become increasingly difficult and expensive,
requiring numerous hearings and compliance with various zoning, environmental and regulatory laws
and drawing resistance from citizens, environmental or other groups. Even if permits are granted,
they may contain burdensome terms and conditions or the timing required may be extensive and could
affect the remaining capacity at the landfill. We may choose to delay or forego tuck-in
acquisitions in markets where the remaining lives of our landfills are relatively short because
increased volumes would further shorten the lives of these landfills.
Risks Relating to Our Operations and Corporate Organization
Poor decisions by our regional and local managers could result in the loss of customers or an
increase in costs, or adversely affect our ability to obtain future business.
We manage our operations on a decentralized basis. Therefore, regional and local managers
have the authority to make many decisions concerning their operations without obtaining prior
approval from executive officers. Poor decisions by regional or local managers could result in the
loss of customers or an increase in costs, or adversely affect our ability to obtain future
business.
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We are vulnerable to factors affecting our local markets, which could adversely affect our stock
price relative to our competitors.
The non-hazardous waste business is local in nature. Accordingly, our business in one or more
regions or local markets may be adversely affected by events and economic conditions relating to
those regions or markets even if the other regions of the country are not affected. As a result,
our financial performance may not compare favorably to our competitors with operations in other
regions, and our stock price could be adversely affected.
Seasonal fluctuations will cause our business and results of operations to vary among quarters,
which could adversely affect our stock price.
Based on historical trends experienced by the businesses we have acquired, we expect our
operating results to vary seasonally, with revenues typically lowest in the first quarter, higher
in the second and third quarters, and again lower in the fourth quarter. This seasonality
generally reflects the lower volume of solid waste generated because of decreased construction and
demolition activities during the winter months. Adverse weather conditions negatively affect waste
collection productivity, resulting in higher labor and operational costs. The general increase in
precipitation during the winter months increases the weight of collected waste, resulting in higher
disposal costs, as costs are often calculated on a per ton basis. Because of these factors, we
expect operating income to be generally lower in the winter months. As a result our stock price
may be negatively affected by these variations. Additionally, severe weather during any time of
the year can negatively affect the costs of collection and disposal and may cause temporary
suspensions of our collection and disposal services. Long periods of inclement weather may
interfere with collection and landfill operations, delay the construction of landfill capacity and
reduce the volume of waste generated by our customers. Any of these conditions can adversely
affect our business and results of operations, which could negatively affect our stock price.
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
We are currently documenting and testing our internal control procedures in order to satisfy
the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management
assessments of the effectiveness of our internal control over financial reporting and a report by
our independent registered public accounting firm addressing these assessments. During the course
of our testing, we may identify deficiencies which we may not be able to remediate in time to meet
the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404.
In addition, if we fail to maintain the adequacy of our internal controls, as such standards are
modified, supplemented or amended from time to time, we may not be able to ensure that we can
conclude on an ongoing basis that we have effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an
effective internal control environment could have a material adverse effect on our business and our
stock price.
Our success depends on key members of our senior management, the loss of any of whom could disrupt
our customer and business relationships and our operations.
We believe that our continued success depends in large part on the sustained contributions of
our chairman of the board and chief executive officer, Mr. Tom J. Fatjo, Jr., our president and
chief operating officer, Mr. Jerome M. Kruszka, and other members of our senior management. We
rely on them to identify and pursue new business opportunities and acquisitions and to execute
operational strategies. The loss of services of Messrs. Fatjo, Jr. or Kruszka or any other senior
management member could significantly impair our ability to identify and secure new contracts and
otherwise disrupt our operations. We do not maintain key person life insurance on any of our
senior executives. We have entered into employment agreements with our executive officers that
contain non-compete and confidentiality covenants. Despite these agreements, we may not be able to
retain these officers and may not be able to enforce the non-compete and confidentiality covenants
in their employment agreements.
Members of our senior management will devote a portion of their time to Waste Corporation of
America LLC's operations, which will divert their attention from our business and operations.
As indicated above, our continued success largely depends on the continued contributions of
our senior management. However, Messrs. Fatjo, Jr. and Kruszka and other members of our senior
management also serve as
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executive officers of our former parent, Waste Corporation of America LLC, and, therefore,
devote a portion of their time to matters other than our business and operations. We believe that
senior management will devote approximately 10% of their time, on average, to Waste Corporation of
America LLC's operations.
Conflicts of interest to our and our stockholders' detriment may arise between us and Waste
Corporation of America and its controlling equity holders, who own a significant portion of our
equity and has one director on our board.
William P. Esping and other related individuals and entities beneficially own approximately
12.8% of our common stock. Additionally, these parties continue to own approximately 60% of the
equity interests of Waste Corporation of America LLC, our former parent and a privately held solid
waste company with which we have administrative services, non-competition and other arrangements.
Mr. Ballard O. Castleman, who is a member of our board of directors, has an ownership position in
Waste Corporation of America LLC. In the event a conflict of interest arises between us and Waste
Corporation of America LLC and these parties, Mr. Castleman could favor his interests in Waste
Corporation of America LLC over his interests in us to the detriment of us and our other
stockholders.
Our executive officers, directors and their related entities own a significant interest in our
voting stock and may be able to exert significant influence over our management and affairs, which
may discourage a potential change of control transaction.
As of February 1, 2006, our executive officers, directors and their related entities owned or
controlled approximately 14.2% of the outstanding shares of our common stock. Accordingly, these
parties, acting together, could possess a controlling vote on matters submitted to a vote of the
holders of our common stock. As long as these individuals beneficially own a significant interest,
they will have the ability to significantly influence the election of members of our board of
directors and to influence our management and affairs. William P. Esping and other related
individuals and entities, collectively beneficially own approximately 12.8% of our common stock, as
well as approximately 60% of the equity of Waste Corporation of America LLC with which we have
administrative services, non-competition and other arrangements. This concentration of ownership,
the potential ability to significantly influence our management and affairs, and the potential
conflicts of interests relating to Waste Corporation of America LLC may have the effect of
preventing or discouraging transactions involving a potential change of control or otherwise
adversely affect us.
Provisions in our second amended and restated certificate of incorporation, our amended and
restated bylaws and Delaware law could prohibit a change of control that our stockholders may favor
and which could negatively affect our stock price.
Provisions in our second amended and restated certificate of incorporation and our amended and
restated bylaws and applicable provisions of the Delaware General Corporation Law may make it more
difficult and expensive for a third party to acquire control of us even if a change of control
would be beneficial to the interests of our stockholders. These provisions could discourage
potential takeover attempts and could adversely affect the market price of our common stock. Our
second amended and restated certificate of incorporation and our amended and restated bylaws:
•
authorize the issuance of blank check preferred stock that could be issued by our board
of directors to thwart a takeover attempt;
•
prohibit cumulative voting in the election of directors, which would otherwise allow
holders of less than a majority of stock to elect some directors;
•
require super-majority voting to effect amendments to provisions of our amended and
restated bylaws concerning the number of directors;
•
limit who may call special meetings;
•
prohibit stockholder action by written consent, requiring all actions to be taken at a
meeting of the stockholders;
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•
establish advance notice requirements for nominating candidates for election to the
board of directors or for proposing matters that can be acted upon by stockholders at
stockholders meeting; and
•
require that vacancies on the board of directors, including newly created directorships,
be filled only by a majority vote of directors then in office.
In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or
prevent a change in control by prohibiting us from engaging in a business combination with an
interested stockholder for a period of three years after the person becomes an interested
stockholder.
We do not anticipate paying cash dividends on our common stock in the foreseeable future, so you
can only realize a return on your investment by selling your shares of our common stock.
We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any
payment of cash dividends will depend upon our financial condition, capital requirements, earnings
and other factors and are prohibited by the terms of our credit facility. Accordingly, for the
foreseeable future you can only realize a return on your investment by selling your shares of our
common stock.
We may issue preferred stock that has a liquidation or other preference over our common stock
without the approval of the holders of our common stock, which may affect those holders rights or
the market price of our common stock.
Our board of directors is authorized to issue series of shares of preferred stock without any
action on the part of our stockholders. Our board of directors also has the power, without
stockholder approval, to set the terms of any such series of shares of preferred stock that may be
issued, including voting rights, dividend rights, preferences over our common stock with respect to
dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue
preferred stock in the future that has preference over our common stock with respect to the payment
of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock
with voting rights that dilute the voting power of our common stock, the rights of holders of our
common stock or the market price of our common stock could be adversely affected.
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements contained under "Risk Factors" and elsewhere in this prospectus and
contained in the documents incorporated in this prospectus by reference are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. From time to time, our public filings, press releases and other
communications (such as conference calls and presentations) will contain forward-looking
statements. These forward-looking statements can generally be identified as such because the
context of the statement will include words such as "may," "will," "should," "outlook," "project,"
"intend," "seek," "plan," "believe," "anticipate," "expect," "estimate," "potential," "continue,"
or "opportunity," the negatives of these words, or similar words or expressions. Similarly,
statements that describe our future plans, objectives or goals are also forward-looking statements.
This is true of our description of our acquisition strategy and any expected benefits from any
acquisitions or acquisition strategy for example. It is also true of our statements concerning
"run rates," which are estimates based upon a mixture of historical and projected results and
forecasts provided by third parties.
We caution that forward-looking statements are not guarantees and are subject to known and
unknown risks and uncertainties. Since our business, operations and strategies are subject to a
number of risks, uncertainties and other factors, actual results may differ materially from those
described in the forward-looking statements.
Thus, for example, our future financial performance will depend significantly on our ability
to execute our acquisition strategy, which will be subject to many risks and uncertainties
including, but not limited to, the following:
•
we may be unable to identify, complete or integrate future acquisitions successfully;
•
we compete for acquisition candidates with other purchasers, some of which have greater
financial resources and may be able to offer more favorable terms;
•
revenue and other synergies from acquisitions may not be fully realized or may take longer
to realize than expected;
•
we may not be able to improve internalization rates by directing waste volumes from acquired
businesses to our landfills for regulatory, business or other reasons;
•
businesses that we acquire may have unknown liabilities and require unforeseen capital
expenditures;
•
changes or disruptions associated with making acquisitions may make it more difficult to
maintain relationships with customers of the acquired businesses;
•
in connection with financing acquisitions, we may incur additional indebtedness, or may
issue additional shares of our common stock which would dilute the ownership percentage of existing
stockholders; and
•
rapid growth may strain our management, operational, financial and other resources.
Our business is also subject to a number of operational risks and uncertainties that could
cause our actual results of operations or our financial condition to differ from any
forward-looking statements. These include, but are not limited to, the following:
•
we may not be able to obtain or maintain the permits necessary for operation and expansion
of our existing landfills or landfills that we might acquire or develop;
•
our costs may increase for, or we may be unable to provide, necessary financial assurances
to governmental agencies under applicable environmental regulations relating to our landfills;
•
governmental regulations may require increased capital expenditures or otherwise
affect our business;
•
our business is capital intensive, requiring ongoing cash outlays that may
strain or consume our available capital and we may not always have access to the
additional capital that we require to execute our growth strategy;
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•
possible changes in our estimates of site remediation requirements, final
capping, closure and post-closure obligations, compliance, regulatory developments and
insurance costs;
•
the effect of limitations or bans on disposal or transportation of
out-of-state waste or certain categories of waste;
•
increases in the costs of disposal, labor and fuel could reduce operating
margins;
•
increases in costs of insurance or failure to maintain full coverage could
reduce operating income;
•
we are subject to environmental and safety laws, which restrict our
operations and increase our costs, and may impose significant unforeseen liabilities;
•
we compete with large companies and municipalities with greater financial and
operational resources, and we also compete with alternatives to landfill disposal;
•
covenants in our credit facilities and the instruments governing our other
indebtedness may limit our ability to grow our business and make capital expenditures;
•
changes in interest rates may affect our results of operations;
•
a downturn in U.S. economic conditions or the economic conditions in our
markets may have an adverse impact on our business and results of operations;
•
the effect that weather has on our quarter to quarter results, as well as the
effect of extremely harsh weather or natural disasters on our operations;
•
failure to achieve and maintain effective internal controls in accordance
with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our
business and stock price; and
•
our success depends on key members of our senior management, the loss of any
of whom could disrupt our customer and business relationships and our operations.
In our filings with the Securities and Exchange Commission (including the annual report on
Form 10-K for the year ended December 31, 2004 and our quarterly reports on Form 10-Q for the
quarters ended March 31, 2005, June 30, 2005 and September 30, 2005), we describe these and other
risks in greater detail. We refer you to those filings for additional information.
The forward-looking statements included in this prospectus are only made as of the date of
this prospectus and we undertake no obligation to publicly update forward-looking statements to
reflect subsequent events or circumstances. The forward-looking statements included in the
documents incorporated by reference are accurate only as of the date of the document incorporated
by reference.
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THE COMPANY
We are a vertically integrated, non-hazardous solid waste management company providing
non-hazardous construction/demolition, industrial and municipal solid waste collection, transfer,
processing, and disposal services in the south and central regions of the United States. As of
October 31, 2005, we served approximately 171,000 commercial, industrial and residential customers
in Alabama, Arkansas, Florida, Kansas, Missouri, North Carolina, South Carolina, Tennessee and
Texas. We serve our customers through 23 collection operations, 21 transfer stations/materials
recovery facilities, and 19 landfills. Two of our transfer stations, one MSW landfill and one C&D
landfill are fully permitted but have not yet commenced operations, and two transfer stations are
idle. Additionally, we currently operate but do not own two of the transfer stations, and we hold
certain prepaid disposal rights at landfills in Texas, Oklahoma and Arkansas owned and operated by
others.
WCA Waste was incorporated as a Delaware corporation in February 2004, and our principal
operating subsidiary, WCA Waste Systems, Inc., was incorporated in Delaware in September 2000.
Following its incorporation, WCA Waste Systems, Inc. acquired 32 separate solid waste management
operations from Waste Management, Inc. From our formation through October 31, 2005, we have
successfully integrated 63 operating locations acquired in a total of 25 transactions (including
the transaction with Waste Management, Inc.).
We serve as a holding company for our subsidiaries, each of which is wholly owned and
controlled by us. Prior to an internal corporate reorganization completed prior to our initial
public offering in June 2004, we were a wholly owned subsidiary of Waste Corporation of America,
LLC. As a result of the internal corporate reorganization, we briefly became the parent of Waste
Corporation of America, which we then spun off as a separate company with operations, assets and
liabilities associated with Waste Corporation of America's Florida, Colorado and New Mexico
operations. For information regarding the internal corporate reorganization completed prior to our
initial public offering in June 2004, please read "—Internal Reorganization and Relationship With
Waste Corporation of America" contained in our Annual Report on Form 10-K for the year ended
December 31, 2004.
Our principal executive offices are located at One Riverway, Suite 1400, Houston, Texas 77056,
and our telephone number is (713) 292-2400. Our website can be visited at www.wcawaste.com.
Information on our website or any other website is not incorporated into this prospectus by
reference and does not constitute a part of this prospectus.
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USE OF PROCEEDS
The shares of common stock offered by this prospectus are being registered for the account of
the selling stockholders identified in this prospectus under the caption "Selling Stockholders."
We will not receive any proceeds from the sale of the shares of common stock by the selling
stockholders.
SELLING STOCKHOLDERS
This prospectus relates to offers and sales by the selling stockholders of shares of common
stock acquired under the Amended and Restated 2004 WCA Waste Corporation Incentive Plan. As noted
in the table below, certain of the selling stockholders are our executive officers and directors.
In addition to those selling stockholders named in the table below, certain unnamed non-affiliates
of ours, each of whom may sell up to 1,000 shares of our common stock, may use this prospectus for
reoffers and resales of such shares.
As the selling stockholders may sell all or some part of the common stock that they hold under
this prospectus and this offering is not being underwritten on a firm commitment basis, we are
unable to estimate the amount of common stock that will be held by the selling stockholders upon
termination of this offering. Our common stock offered by this prospectus may be offered from time
to time, in whole or in part, by the persons named below or by their transferees, as to whom
applicable information will, to the extent required, be set forth in a prospectus supplement.
There can be no assurance that the selling stockholders will offer or sell any of their shares
registered in this offering.
The following table sets forth information as of February 1, 2006 regarding the beneficial
ownership of our common stock by the selling stockholders prior to this offering, the shares of our
common stock to be offered by the selling stockholders in this offering and the beneficial
ownership of our common stock by the selling stockholders after this offering. As of February 1,
2006, there were 16,666,853 shares of our common stock outstanding.
Except under applicable community property laws or as otherwise indicated in the footnotes to
the table below, the persons named in the table has sole voting and investment power with respect
to all shares beneficially owned. The address of the selling stockholders is c/o WCA Waste
Corporation, One Riverway, Suite 1400, Houston, Texas 77056.
Shares Beneficially Owned
Shares Beneficially Owned
Prior to the Offering (1)
After the Offering (1) (2)
Number of
Shares of
Number of
Shares of
Percent of
Common Stock
Shares of
Percent of
Name of Selling Stockholders
Common Stock
Class
to be Offered
Common Stock
Class
Tom J. Fatjo, Jr.
Chairman of the Board and
Chief Executive Officer
920,816
(3)
5.5
%
75,963
844,853
(3)
5.1
%
Jerome M. Kruszka
President and Chief
Operating Officer and
Director
567,175
(4)
3.4
%
75,963
491,212
(4)
3.0
%
Charles A. Casalinova
Senior Vice President and
Chief Financial Officer
267,668
(5)
1.6
%
56,977
210,691
(5)
1.3
%
Tom J. Fatjo, III
Senior Vice
President-Finance and
Secretary
407,429
(6)
2.4
%
47,463
359,966
(6)
2.2
%
Richard E. Bean
Director
116,683
(7)
*
6,316
110,367
(7)
*
Ballard O. Castleman
Director
60,192
(8)
*
6,316
53,876
(8)
*
Roger A. Ramsey
Director
30,316
(9)
*
6,316
24,000
(7)
*
Kevin D. Mitchell
15,895
*
4,895
11,000
*
John K. O'Brien
33,301
*
3,679
29,622
*
Billy J. Hobby
31,969
*
3,347
28,622
*
John C. Sesera
50,256
*
3,205
47,051
*
Joseph J. Scarano, Jr.
27,206
*
3,584
23,622
*
John E. Menger
58,904
*
3,350
55,554
*
Steve Seed
8,799
*
3,411
5,388
*
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Shares Beneficially Owned
Shares Beneficially Owned
Prior to the Offering (1)
After the Offering (1) (2)
Number of
Shares of
Number of
Shares of
Percent of
Common Stock
Shares of
Percent of
Name of Selling Stockholders
Common Stock
Class
to be Offered
Common Stock
Class
David Ewell
21,445
*
2,671
18,774
*
Barbara Kiser
34,328
*
2,437
31,891
*
Michael L. Paxton
122,197
*
3,647
118,550
*
Charles P. Hunt
22,103
*
2,374
19,729
*
Danielle Renee Forget-Shield
11,789
*
2,289
9,500
*
Matthew Graham
15,225
*
2,197
13,028
*
Robert Douglas Bartee
12,325
*
1,974
10,351
*
Matthew May
153,010
*
1,431
151,579
*
Richard May
139,860
*
1,431
138,429
*
Nancy Shearer
1,053
*
1,053
—
—
Ken Biggs
1,000
*
1,000
—
—
Other unnamed stockholders
96,689
*
17,448
79,241
*
*
Represents beneficial ownership of less than 1%.
(1)
The amounts and percentages of common stock beneficially owned are reported on the basis of
regulations of the SEC governing the determination of beneficial ownership of securities.
Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power," which includes the power to vote or to direct the
voting of such security, or "investment power," which includes the power to dispose of or to
direct the disposition of such security. A person is also deemed to be a beneficial owner of
any securities of which that person has a right to acquire beneficial ownership within 60
days, including through the exercise of options or warrants. Under these rules, more than one
person may be deemed a beneficial owner of the same securities and a person may be deemed a
beneficial owner of securities as to which he has no economic interest.
(2)
Assumes all the shares of our common stock that may be offered are sold.
(3)
Includes 98,368 shares owned by Tom J. Fatjo, Jr. Trust, of which Mr. Fatjo, Jr. is the
trustee, and as such, he has voting and investment power over the assets of such trust,
including shares of common stock. Also includes 12,296 shares owned by Jacqueline Fatjo 1998
Gift Trust and 12,296 shares owned by Channing Fatjo 1998 Gift Trust, of which his daughters
are the beneficiaries. Also includes: (a) 211,491 shares owned by Fatjo WCA Partners, L.P., a
limited partnership controlled by Mr. Fatjo, Jr.; (b) 58,131 shares owned by FFAP, Ltd., a
limited partnership, the sole general partner of which is a corporation controlled by Mr.
Fatjo, Jr.; (c) 51,288 shares representing Mr. Fatjo's proportionate indirect interest in
shares owned by Waste Corporation of America, LLC; and (d) 100,000 shares underlying options
currently exercisable. Mr. Fatjo, Jr. disclaims beneficial ownership of the securities held
by Fatjo WCA Partners, L.P., FFAP Ltd. and Waste Corporation of America, LLC except to the
extent of his pecuniary interest therein.
(4)
Includes: (a) 26,938 shares representing Mr. Kruszka's proportionate indirect interest in
shares owned by WCA LLC, of which Mr. Kruszka disclaims beneficial ownership; and (b) 100,000
shares underlying options currently exercisable.
(5)
Includes: (a) 9,343 shares representing Mr. Casalinova's proportionate indirect interest in
shares owned by WCA LLC, of which Mr. Casalinova disclaims beneficial ownership; and (b)
75,000 shares underlying options currently exercisable.
(6)
Includes: (a) 3,074 shares owned by Thomas J. Fatjo, IV Descendant's Trust; (b) 3,074 shares
owned by Berkeley E. Fatjo Descendant's Trust; (c) 3,074 shares owned by Travis C. Fatjo
Descendant's Trust; (d) 3,074 shares owned by Justin D. Ruud Descendant's Trust; (e) 3,074
shares owned by Landon C. Ruud Descendant's Trust; (f) 12,296 shares owned by Jacqueline Fatjo
1998 Gift Trust; and (g) 12,296 shares owned by Channing Fatjo 1998 Gift Trust. Mr. Fatjo,
III is the trustee of each of these trusts, and as such, he has voting and investment power
over the assets of such trusts, including their shares of common stock. Also includes: (w)
11,510 shares held by Mr. Fatjo, III as a limited partner of FFAP, Ltd.; (x) 26,172 shares
held by Mr. Fatjo, III as a limited partner of Fatjo WCA Partners, L.P.; (y) 18,617 shares
representing Mr. Fatjo, III's proportionate indirect interest in shares owned by WCA LLC, of
which Mr. Fatjo, III disclaims beneficial ownership; and (z) 65,000 shares underlying options
currently exercisable.
(7)
Includes: (a) 6,222 shares representing Mr. Bean's proportionate indirect interest in shares
owned by WCA LLC, of which Mr. Bean disclaims beneficial ownership; and (b) 20,000 shares
underlying options currently exercisable.
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(8)
Includes: (a) 2,333 shares representing Mr. Castleman's proportionate indirect interest in
shares owned by WCA LLC, of which Mr. Castleman disclaims beneficial ownership; and (b) 20,000
shares underlying options currently exercisable.
(9)
Includes 20,000 shares underlying options currently exercisable.
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PLAN OF DISTRIBUTION
We are registering the common stock covered by this prospectus for the selling stockholders
listed in the table set forth under the caption "Selling Stockholders." As used in this
prospectus, the term "selling stockholders" includes the selling stockholders named in the table
above and any of their permitted donees, pledges, transferees, successors-in-interest or others who
may later hold such selling stockholder's interests in the shares of our common stock covered by
this prospectus and are entitled to resell the shares using this prospectus. We have registered
the selling stockholders' shares of our common stock for resale to provide the selling stockholders
with freely tradeable shares of our common stock. However, resales by our executive officers and
non-employee directors pursuant to this prospectus must still comply with the requirements of Rule
144 of the Securities Act. Registration of the selling stockholders' shares of our common stock
does not necessarily mean that the selling stockholders will offer or sell any of their shares. We
will not receive any proceeds from the offering or sale of the selling stockholders' shares.
The selling stockholders may sell the common stock being offered by this prospectus in one or
more of the following ways at various times, which may include block transactions or crosses:
•
to underwriters for resale to the public or to institutional investors;
•
directly to the public or institutional investors; or
•
through brokers, dealers or agents to the public or to institutional investors.
The selling stockholders will act independently of us in making decisions with respect to the
timing, manner and size of each sale. We have advised the selling stockholders that the
anti-manipulative rules of Regulation M under the Securities Exchange Act of 1934, as amended, may
apply to sales in the market and have informed them of the possible need for delivery of copies of
this prospectus. The selling stockholders may sell the common stock on The Nasdaq National Market
or any other exchange or automated quotation system on which our common stock may be listed in the
future, in negotiated transactions or through a combination of these methods. Those sales may be
made at fixed prices, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. If underwriters are used in the sale, the common
stock will be acquired by the underwriters for their own account and may be resold at various times
in one or more transactions, including negotiated transactions, at a fixed public offering price or
prices, which may be changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. We are paying the expenses incurred in
registering the shares, but all selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders. A distribution of the common stock by the selling
stockholders may also be effected through the issuance by the selling stockholders or others of
derivative securities, including warrants, exchangeable securities, forward delivery contracts and
the writing of put or call options, or a combination of any of those derivative securities.
In addition, the selling stockholders may sell some or all of the shares of common stock
covered by this prospectus through:
•
block trades in which a broker-dealer will attempt to sell as agent, but
may position or resell a portion of the block, as principal, in order to facilitate the
transaction;
•
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
•
ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
•
privately negotiated transactions.
When selling the common stock, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions. For example, the selling stockholders may:
•
enter into transactions involving short sales of the common stock by
broker-dealers or other financial institutions;
•
sell common stock short themselves and redeliver such shares to close out
their short positions;
•
enter into options or other types of transactions that require the
selling stockholders to deliver common stock to a broker-dealer or other financial
institution, who will then resell or transfer the common stock under this prospectus
(as supplemented or amended to reflect the transaction); or
•
loan or pledge the common stock to a broker-dealer or other financial
institution, who may sell the loaned shares or, in the event of default, sell the
pledged shares.
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Table of Contents
Broker-dealers engaged in connection with the sale of shares of common stock covered by this
prospectus may receive compensation in the form of discounts, concessions or commissions from the
selling stockholders or
purchasers of the shares for whom those broker-dealers may act as agents or to whom they sell
as principal, or both. The compensation of a particular broker-dealer may be less than or in excess
of customary commissions. Broker-dealers engaged by the selling stockholders may allow other
broker-dealers to participate in resales. The selling stockholders and any broker-dealers or
agents involved in the sale or resale of the common stock may be deemed to be "underwriters" within
the meaning of the Section 2(a)(11) of the Securities Act. In addition, the commissions, discounts
or concessions paid to any such broker-dealers or agents in connection with the sale or resale of
the shares may be deemed to be underwriting commissions or discounts under the Securities Act.
In addition to selling shares of common stock under this prospectus, the selling stockholders
may:
•
transfer shares of common stock in other ways not involving market makers
or established trading markets, including directly by gift, distribution, or other
transfer;
•
sell shares of common stock pursuant to Rule 144 under the Securities Act
rather than under this prospectus, if the transaction meets the requirements of Rule
144; or
•
sell shares of common stock by any other legally available means.
Other than Rule 10b5-1 plans created by certain of the selling stockholders, we are not aware
of any agreements, arrangements or understandings between the selling stockholders and any brokers,
dealers, agents or underwriters regarding the sale of shares of common stock by the selling
stockholders.
Upon our being notified by the selling stockholders that any material arrangement has been
entered into with an underwriter, broker-dealer or agent for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution, we will file a supplement
to this prospectus, if one is required, under Rule 424(b) under the Securities Act. That
supplement, if required, will disclose to the extent applicable:
•
the name of the selling stockholders and of any participating underwriter, broker-dealer or agent;
•
the number of shares involved;
•
the price at which those shares were sold;
•
the commissions paid or discounts or concessions allowed; and
•
other facts material to the transaction.
In addition, if required by the Securities Act, we will file a supplement to this prospectus
upon being notified by the selling stockholders that any successor-in-interest that is entitled to
sell shares using this prospectus intends to sell more than 500 shares of common stock.
LEGAL MATTERS
Andrews Kurth LLP will pass upon the validity of the common stock offered by this prospectus.
EXPERTS
The consolidated financial statements of WCA Waste Corporation (formerly WCA Waste Systems,
Inc.) and Subsidiaries as of December 31, 2004 and 2003, and for each of the years in the
three-year period ended December 31, 2004, have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting and auditing. The
audit report covering the December 31, 2004 financial statements refers to the adoption of
Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," on
January 1, 2002, and the adoption of Statement of Financial Accounting Standards No. 143,
"Accounting for Asset Retirement Obligations," on January 1, 2003.
The consolidated financial statements of Meyer & Gabbert Excavating Contractors, Inc. as of
and for the year ended December 31, 2004, have been incorporated by reference herein in reliance
upon the report of Bobbitt, Pittenger & Company, P.A., independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The combined financial statements of Material Recovery, LLC and Affiliates as of December 31,
2004, and for the year ended December 31, 2004, have been incorporated by reference herein in
reliance upon the report of Melton & Melton LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and
auditing.
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Table of Contents
INFORMATION INCORPORATED BY REFERENCE
The following documents and information previously filed by us with the Securities and
Exchange Commission, or SEC, are incorporated by reference in this prospectus:
(1)
The annual report on Form 10-K for the fiscal year ended December 31, 2004 as
filed by us with the SEC (File No. 000-50808) on March 24, 2005.
(2)
The quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
2005, June 30, 2005 and September 30, 2005 as filed by us with the SEC (File No.
000-50808) on May 13, 2005, August 9, 2005 and November 8, 2005, respectively.
(3)
The current reports on Form 8-K as filed by us with the SEC (File No.
000-50808) on January 18, 2005, January 21, 2005, April 6, 2005 (as subsequently
amended on June 14, 2005), April 25, 2005, May 4, 2005 (except for Items 2.02 and 7.01
thereof and the related exhibits), June 1, 2005, October 6, 2005 (as subsequently
amended on December 19, 2005) and December 22, 2005.
(4)
The description of our common stock set forth under the caption "Description of
Registrant's Securities to be Registered" in our registration statement on Form 8-A
(File No. 000-50808) as filed by us with the SEC on June 21, 2004, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description.
All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act (excluding any information furnished pursuant to Item 2.02 and Item 7.01 on any
current report on Form 8-K) subsequent to the date of this prospectus and prior to the termination
of the offering relating to this prospectus shall be deemed to be incorporated by reference in this
prospectus and to be a part of this prospectus from the date such documents are filed.
Any statement contained in this prospectus or in a document incorporated or deemed to be
incorporated in this prospectus by reference shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this prospectus or in any
subsequently filed document which also is, or is deemed to be, incorporated by reference in this
prospectus modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Documents incorporated by reference in this prospectus are available from us without charge,
excluding any exhibits to those documents, unless the exhibit is specifically incorporated by
reference in those documents. You may request a copy of documents incorporated by reference in this
prospectus by contacting us in writing or by telephone at our principal executive offices:
WCA Waste Corporation
Attention: Investor Relations
One Riverway, Suite 1400
Houston, Texas 77056
Telephone: (713) 292-2400
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-8, of which this prospectus is a
part, under the Securities Act with respect to the shares of common stock offered by this
prospectus. The prospectus does not contain all of the information included in the registration
statement or in the exhibits to the registration statement. Statements contained in this prospectus
concerning the provisions of any document are not necessarily complete. You should refer to the
copies of these documents filed as exhibits to the registration statement or otherwise filed by us
with the SEC for a more complete understanding of the matter involved. Each statement concerning
these documents is qualified in its entirety by that reference.
We are also subject to the informational requirements of the Exchange Act. In accordance with
the Exchange Act, we file periodic reports, proxy and information statements and other information
with the SEC. The registration statement on Form S-8, of which this prospectus is a part,
including the attached exhibits and schedules thereto, and any other information that we may file
with the SEC may be inspected and copied at the public reference room maintained by the SEC located
at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330
to obtain further information on the operation of the public reference room. The SEC maintains an
Internet site that contains reports, proxy and information statements and other information
18
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regarding registrants that file electronically with the SEC. In addition, copies of the
registration statement, including the exhibits and schedules, and the periodic reports, proxy and
information statements and other information that we file with the SEC may be obtained from the
SEC's Internet site at http://www.sec.gov.
We also make available free of charge on the Investors Relations section of our Internet
website at http://www.wcawaste.com our annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K, and any amendments to those reports, as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC.
Information on our website or any other website is not incorporated into this prospectus by
reference and does not constitute a part of this prospectus.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our directors and officers have the benefit of certain indemnification rights included in the
Delaware General Corporation Law, our amended and restated certificate of incorporation, our
amended and restated bylaws and other agreements. Our directors and officers are also covered by
certain insurance policies that we maintain. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates by reference in this registration statement the following documents
and information previously filed with the Securities and Exchange Commission (the "Commission"):
(1)
The annual report on Form 10-K for the fiscal year ended December 31, 2004 as
filed by the Company with the Commission (File No. 000-50808) on March 24, 2005.
(2)
The quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
2005, June 30, 2005 and September 30, 2005 as filed by the Company with the Commission
(File No. 000-50808) on May 13, 2005, August 9, 2005 and November 8, 2005,
respectively.
(3)
The current reports on Form 8-K as filed by the Company with the Commission
(File No. 000-50808) on January 18, 2005, January 21, 2005, April 6, 2005 (as amended
on June 14, 2005), April 25, 2005, May 4, 2005 (except for Items 2.02 and 7.01 thereof
and the related exhibits), June 1, 2005, October 6, 2005 (as subsequently amended on
December 19, 2005) and December 22, 2005.
(4)
The description of the Company's common stock set forth under the caption
"Description of Registrant's Securities to be Registered" in the Company's Registration
Statement on Form 8-A as filed by the Company with the Commission (File No. 000-50808)
on June 21, 2004, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including all amendments and reports filed for the
purpose of updating such description.
All documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 and Item
7.01 on any current report on Form 8-K) subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of
filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 8.1 of the Company's Second Amended and Restated Certificate of Incorporation states
that:
"The Corporation shall indemnify, to the fullest extent permitted by applicable law,
each person who is or was a director or officer of the Corporation, and may
indemnify each employee and agent of the Corporation and all other persons whom the
Corporation is authorized to indemnify under the provisions of the DGCL, from and
against all expenses, liabilities or other matters arising out of or in any way
related to their status as such or their acts, omissions or services rendered in
such capacities."
Section 8.2 of the Company's Amended and Restated Bylaws further provides that the Company shall
indemnify its officers and directors, and may indemnify its employees and agents, to the fullest
extent permitted by the laws of the State of Delaware.
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Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") provides as
follows:
"(a) A corporation shall have 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, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact
that the person 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good faith
and in a manner the person 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 the person's conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person 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 reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have 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 or
suit 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 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, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such person
in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made, with respect to a person who
is a director or officer at the time of such determination, (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such terms
and conditions, if any, as the corporation deems appropriate.
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(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power 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, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such person against such
liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the corporation" as referred
to in this section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought under
this section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys' fees)."
The Company's Amended and Restated Bylaws provide that the registrant may secure insurance on
behalf of any officer, director, employee or other agent. Section 8.6 of the Company's Amended and
Restated Bylaws provides as follows:
"The Board of Directors may authorize, by a vote of the majority of the number of
directors then in office, the 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 who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other 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 have the power to indemnify him
against such liability under the provisions of this Article VIII."
In accordance with its Amended and Restated Bylaws, the Company has obtained an insurance policy
providing for indemnification of officers and directors of the Company and certain other persons
against liabilities and expenses incurred by any of them in certain stated proceedings and under
certain stated conditions.
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The Company's Second Amended and Restated Certificate of Incorporation and the DGCL limit the
personal liability of directors to the Company and its stockholders for monetary damages resulting
from breaches of the director's fiduciary duties. Section 102(b)(7) of the DGCL provides in part
that a corporation's certificate of incorporation may contain: "A provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that such provision shall not eliminate or
limit the liability of a director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under §174 of this title; or (iv) for
any transaction from which the director derived an improper personal benefit." Section 5.2 of the
Company's Second Amended and Restated Certificate of Incorporation states that:
"To the fullest extent now or hereafter permitted by the DGCL, no person who is or
was a director of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director.
No amendment to or repeal of this Section 5.2 shall apply to or have any effect on
the liability of any director for or with respect to acts or omissions occurring
prior to such amendment or repeal."
Reference is made to Item 9 for the Company's undertakings with respect to indemnification for
liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
The shares of common stock to be resold pursuant to this registration statement were
previously issued to certain of the Company's officers, non-employee directors and employees under
the Amended and Restated 2004 WCA Waste Corporation Incentive Plan in reliance upon the exemption
from the registration requirements of the Securities Act afforded by Section 4(2) of the Securities
Act as a transaction by an issuer not involving any public offering. The Company believes that
exemptions other than the foregoing exemption may exist for these transactions.
Item 8. Exhibits.
Exhibit
Number
Description
+4.1
Second Amended and Restated Certificate of Incorporation of WCA Waste
Corporation (incorporated by reference to Exhibit 3.1 to WCA Waste Corporation's
Current Report on Form 8-K (File No. 000-50808) filed on December 22, 2005).
+4.2
Amended and Restated Bylaws of WCA Waste Corporation (incorporated by reference
to Exhibit 3.2 to Amendment No. 6 to WCA Waste Corporation's Registration Statement on
Form S-1 (File No. 333-113416) filed on June 21, 2004).
+4.3
Amended and Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by
reference to Exhibit 10.1 to WCA Waste Corporation's Current Report on Form 8-K (File
No. 000-50808) filed on June 1, 2005).
+4.4
Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1
to Amendment No. 2 to WCA Waste Corporation's Registration Statement on Form S-1 (File
No. 333-113416) filed on May 14, 2004).
+4.5
First Lien Credit Agreement, dated as of April 28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, Comerica Bank, as syndication agent, and the other lenders party
thereto (incorporated by reference to Exhibit 10.12 to the registrant's Form 10-Q (File
No. 000-50808) filed with the SEC on May 13, 2005).
+4.6
Second Lien Credit Agreement, dated as of April 28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, and the other lenders thereto (incorporated by reference to Exhibit
10.13 to the registrant's Form 10-Q (File No. 000-50808) filed with the SEC on May 13,
2005).
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Exhibit
Number
Description
+4.7
Form of Stock Option Agreement under the Amended and Restated 2004 WCA Waste
Corporation Incentive Plan (incorporated by reference to Exhibit 10.4 to the
registrant's Form 10-Q (File No. 000-50808) filed with the SEC on November 10, 2004).
+4.8
Form of Executive Officer Restricted Stock Grant under the Amended and Restated
2004 WCA Waste Corporation Incentive Plan (incorporated by reference to Exhibit 10.15
to WCA Waste Corporation's Annual Report on Form 10-K (File No. 000-50808) filed on
March 24, 2005).
+4.9
Form of Non-Employee Director Restricted Stock Grant under the Amended and
Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by reference to
Exhibit 10.21 to WCA Waste Corporation's Annual Report on Form 10-K (File No.
000-50808) filed on March 24, 2005).
*5.1
Opinion of Andrews Kurth LLP with respect to legality of the securities.
*23.1
Consent of KPMG LLP.
*23.2
Consent of Melton & Melton, LLP.
*23.3
Consent of Bobbitt, Pittenger & Company, P.A.
*23.4
Consent of Andrews Kurth LLP (included as part of Exhibit 5.1).
*24.1
Power of Attorney (set forth on the signature page of this registration statement).
+
Incorporated by reference.
*
Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(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 of
1933;
(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) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(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;
Provided, however,
That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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(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.
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the
registration statement to include any financial statements required by "Item 8.A. of Form 20–F (17
CFR 249.220f)" at the start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and other information necessary to
ensure that all other information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to registration statements on
Form F–3 (§239.33 of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Act or §210.3–19 of this
chapter if such financial statements and information are contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form F–3.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this
chapter) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
(§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
(§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the registration statement to
which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications,
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the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on February 15, 2006.
WCA WASTE CORPORATION
By:
/s/ Charles A. Casalinova
Charles A. Casalinova
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of WCA
Waste Corporation hereby constitutes and appoints Tom J. Fatjo, III, J. Edward Menger and Charles
A. Casalinova, and each of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, and any or all amendments
(including, without limitation, post-effective amendments), with all exhibits and any and all
documents required to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be
done in order to effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ Tom J. Fatjo, Jr.
Tom J. Fatjo, Jr.
Chief Executive Officer
and Chairman of the Board
of Directors (Principal
Executive Officer)
February 15, 2006
/s/ Jerome M. Kruszka
Jerome M. Kruszka
President and Chief
Operating Officer and
Director
February 15, 2006
/s/ Charles A. Casalinova
Charles A. Casalinova
Senior Vice President and
Chief Financial Officer
(Principal Financial
Officer)
February 15, 2006
/s/ Kevin D. Mitchell
Kevin D. Mitchell
Vice President and
Controller (Principal
Accounting Officer)
February 15, 2006
/s/ Richard E. Bean
Richard E. Bean
Director
February 15, 2006
Director
February 15, 2006
Ballard O. Castleman
/s/ Roger A. Ramsey
Roger A. Ramsey
Director
February 15, 2006
Table of Contents
EXHIBIT INDEX
Exhibit
Number
Description
+4.1
Second Amended and Restated Certificate of Incorporation of WCA Waste
Corporation (incorporated by reference to Exhibit 3.1 to WCA Waste Corporation's
Current Report on Form 8-K (File No. 000-50808) filed on December 22, 2005).
+4.2
Amended and Restated Bylaws of WCA Waste Corporation (incorporated by reference
to Exhibit 3.2 to Amendment No. 6 to WCA Waste Corporation's Registration Statement on
Form S-1 (File No. 333-113416) filed on June 21, 2004).
+4.3
Amended and Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by
reference to Exhibit 10.1 to WCA Waste Corporation's Current Report on Form 8-K (File
No. 000-50808) filed on June 1, 2005).
+4.4
Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1
to Amendment No. 2 to WCA Waste Corporation's Registration Statement on Form S-1 (File
No. 333-113416) filed on May 14, 2004).
+4.5
First Lien Credit Agreement, dated as of April 28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, Comerica Bank, as syndication agent, and the other lenders party
thereto (incorporated by reference to Exhibit 10.12 to the registrant's Form 10-Q (File
No. 000-50808) filed with the SEC on May 13, 2005).
+4.6
Second Lien Credit Agreement, dated as of April 28, 2005, among WCA Waste
Systems, Inc., Wells Fargo Bank, National Association, as administrative agent and
collateral agent, and the other lenders thereto (incorporated by reference to Exhibit
10.13 to the registrant's Form 10-Q (File No. 000-50808) filed with the SEC on May 13,
2005).
+4.7
Form of Stock Option Agreement under the Amended and Restated 2004 WCA Waste
Corporation Incentive Plan (incorporated by reference to Exhibit 10.4 to the
registrant's Form 10-Q (File No. 000-50808) filed with the SEC on November 10, 2004).
+4.8
Form of Executive Officer Restricted Stock Grant under the Amended and Restated
2004 WCA Waste Corporation Incentive Plan (incorporated by reference to Exhibit 10.15
to WCA Waste Corporation's Annual Report on Form 10-K (File No. 000-50808) filed on
March 24, 2005).
+4.9
Form of Non-Employee Director Restricted Stock Grant under the Amended and
Restated 2004 WCA Waste Corporation Incentive Plan (incorporated by reference to
Exhibit 10.21 to WCA Waste Corporation's Annual Report on Form 10-K (File No.
000-50808) filed on March 24, 2005).
*5.1
Opinion of Andrews Kurth LLP with respect to legality of the securities.
*23.1
Consent of KPMG LLP.
*23.2
Consent of Melton & Melton, LLP.
*23.3
Consent of Bobbitt, Pittenger & Company, P.A.
*23.4
Consent of Andrews Kurth LLP (included as part of Exhibit 5.1).
*24.1
Power of Attorney (set forth on the signature page of this registration statement).
+
Incorporated by reference.
*
Filed herewith.