Synagro Technologies Inc – ‘8-A12G’ on 12/27/96

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Synagro Technologies, Inc.                             8     31K 
 2: EX-4.1      Rights Agreement                                      43    182K 

8-A12G   —   Synagro Technologies, Inc.
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
PURSUANT TO SECTION 12(B) OR (G) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

----------------------

SYNAGRO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

 Delaware                                             76-0511324
(State of Incorporation)                           (IRS Employer Identification 
                                                        No.)

16000 Stuebner Airline Road                          77379  
          Suite 420                                 ----------
       Houston, Texas                               (Zip Code)
(Address of Principal Executive Offices)                                

Securities to be registered pursuant to Section 12(b) of the Act: 

NONE

        If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please   
check the following box.  [  ]                                                  

        If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a           
concurrent registration statement under the Securities Act of 1933 pursuant to  
General Instruction A.(c)(2), please check the following box.  [  ]             

Securities to be registered pursuant to Section 12(g) of the Act: 

PREFERRED STOCK PURCHASE RIGHTS 
(Title of Class)

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                

ISSUANCE OF RIGHTS                                                              

       On December 23, 1996, the Board of Directors of Synagro Technologies,
Inc. (the "Company") declared a dividend distribution of one Right for each     
outstanding share of common stock, par value $0.002 per share (the "Common      
Stock"), of the Company to shareholders of record at the close of business on   
January 10, 1997 (the "Record Date").  Except as described below, each Right    
when exercisable, entitles the registered holder to purchase from the Company   
one one-thousandth (1/1,000th) of a share of Preferred Stock--Junior            
Participating Series A, par value $.002 per share (the "Preferred Stock"), at a 
price of $10.00 per one one-thousandth (1/1,000th) share (the "Purchase         
Price"), subject to adjustment.  The description and terms of the Rights are    
set forth in a Rights Agreement (the "Rights Agreement") between the Company and
Intercontinental Registrar & Transfer Agency, Inc., as Rights Agent.            

       As of December 23, 1996, there were approximately 6,352,102 shares of
Common Stock outstanding and approximately 4,455,896 shares of Common Stock     
were reserved for issuance under stock option plans and outstanding warrants.   
Each outstanding share of Common Stock on January 10, 1997 will receive one     
Right.  500,000 shares of Preferred Stock will be reserved for issuance in the  
event of exercise of the Rights.                                                

TRANSFER AND SEPARATION                                                         

        The Rights are not exercisable until the Distribution Date (as defined
below). Accordingly, the Rights Agreement provides that, until the Distribution 
Date (or earlier redemption or expiration of the Rights), the Rights will be    
transferred with and only with the Company's Common Stock.  Until the           
Distribution Date (or earlier redemption or expiration of the Rights), new      
Common Stock certificates issued after the Record Date upon transfer or new     
issuance of Common Stock will contain a notation incorporating the Rights       
Agreement by reference.  Until the Distribution Date (or earlier redemption or  
expiration of the Rights), the surrender for transfer of any certificates for   
Common Stock outstanding as of the Record Date, even without such notation or a 
copy of this Summary of Rights being attached thereto, will also constitute the 
transfer of the Rights associated with the Common Stock represented by such     
certificate.                                                                    

  As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to     
holders of record of the Common Stock as of the close of business on the        
Distribution Date and such separate Right Certificates alone will evidence the  
Rights.  As of and after the Distribution Date, the Rights shall be evidenced   
solely by Right Certificates and may be transferred by the transfer of the      
Right Certificate separately and apart from any transfer of one or more shares  
of Common Stock.                                                                

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DISTRIBUTION DATE                                                               

The term "Distribution Date" means the earlier of:            

           (i) the close of business on the tenth day after a public
 announcement that a person or group of affiliated or associated
        persons (an "Acquiring Person") has acquired, or obtained the right to
        acquire, beneficial ownership of 15% or more of the outstanding shares
    of the Company's Common Stock, other than pursuant to a Qualifying
Tender Offer (defined below); or                              

               (ii) the close of business on the tenth Business Day (or such
     later date as may be determined by action of the Company's Board of
      Directors) after the date of the commencement or the announcement of
      the intention to commence by any person or group (other than certain
exempt persons) of a tender offer or exchange offer upon the  
  successful completion of which such person or group would be the
      beneficial owner of 15% or more of the then outstanding Common Stock
of the Company, regardless of whether any shares are actually 
purchased pursuant to such offer.                             

      A person or group is generally not considered an "Acquiring Person,"
if either the beneficial ownership of its Common Stock that would otherwise     
cause it to be an Acquiring Person was acquired in a transaction or series of   
transactions approved in advance by the Board of Directors of the Company (the  
"Board of Directors"), or the Board of Directors determines in good faith that  
the person who would otherwise be an Acquiring Person has become such           
inadvertently and such person divests as promptly as practicable a sufficient   
number of shares of Common Stock so that the person would no longer             
beneficially own 15% or more of the outstanding Common Stock.                   

    A "Qualifying Tender Offer" means a tender offer or exchange offer
that a majority of the members of the Board of Directors determine to be at a   
fair price and otherwise in the best interests of the Company and its           
shareholders.                                                                   

EXERCISE                                                                        

    Until the Distribution Date (as defined above), the Rights are not
exercisable.  However, in the event that any person or group of affiliated or   
associated persons becomes an Acquiring Person, and subject to the Company's    
right to redeem the Rights, each holder of a Right (other than an Acquiring     
Person), will thereafter have the right to receive upon exercise a number of    
one one thousandths (1/1,000ths) of a share of Preferred Stock determined by    
dividing the Purchase Price (subject to adjustment) by 50% of the current       
market price of the Common Stock on the date a person becomes an Acquiring      
Person.  Because of the nature of the voting, dividend, and liquidation rights  
of the Preferred Stock, the value of each one one-thousandth (1/1,000th)        
interest in a share of Preferred Stock purchasable upon exercise of each Right  
should approximate the value of one share of Common Stock.  It is therefore     
anticipated (although there can be no assurance) that the value of the          
Preferred Stock purchased upon exercise of the Rights will be approximately     
twice the exercise price paid.                                                  

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    If the Rights are not redeemed as described below and in the event
that the Company is acquired in a merger or other business combination          
transaction or 50% or more of its consolidated assets or earning power are sold 
after a person or group has become an Acquiring Person, proper provision will   
be made so that each holder of a Right will thereafter have the right to        
receive, upon the exercise thereof at the then current exercise price of the    
Right, that number of shares of common stock of the acquiring company which at  
the time of such transaction will have a market value of two times the exercise 
price of the Right.                                                             

Following the occurrence of any of the events set forth in the
preceding two paragraphs any Rights that are, or (under certain circumstances   
specified in the Rights Agreement) were, beneficially owned by any Acquiring    
Person will immediately become null and void.  While the distribution of the    
Rights will not be taxable to shareholders or to the Company, shareholders may  
recognize taxable income upon the occurrence of subsequent events--for example, 
upon the Rights becoming exercisable with respect to an acquiror's stock,       
whether or not exercised.  Holders of the Rights should consult with their tax  
advisors in the event any such subsequent event occurs.                         

    The Rights will expire on December 31, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are   
earlier redeemed or exchanged by the Company, as described below.  Until a      
Right is exercised, the holder thereof, as such, will have no rights as a       
shareholder of the Company, including, without limitation, the right to vote or 
to receive dividends.                                                           

REDEMPTION                                                                      

  At any time prior to the time a person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of Directors may      
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the 
"Redemption Price").  The redemption of the Rights may be made effective at     
such time on such basis with such conditions as the Board of Directors in its   
sole discretion may establish.  Immediately upon any redemption of the Rights,  
the right to exercise the Rights will terminate and the only right of the       
holders of Rights will be to receive the Redemption Price.                      

EXCHANGE                                                                        

       At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the          
outstanding Common Stock, the Board of Directors may exchange the Rights (other 
than Rights owned by such person or group which will have become void), in      
whole or in part, at an exchange ratio of one share of Common Stock per Right   
(subject to adjustment).                                                        

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THE PREFERRED STOCK                                                             

Each share of Preferred Stock will be entitled to an aggregate
dividend of 1,000 times the dividend declared per share of Common Stock.  In    
the event of liquidation, the holders of the Preferred Stock will be entitled   
to an aggregate payment of 1,000 times the payment made per share of Common     
Stock, but in no event shall they receive less than $1,000 per share.  Each     
share of Preferred Stock have will have 1,000 votes, voting together with the   
Common Stock, except as otherwise provided by law.  Finally, in the event of    
any merger, consolidation, or other transaction in which Common Stock are       
exchanged, each share of Preferred Stock will be entitled to receive 1,000      
times the amount received per share of Common Stock.  The shares of Preferred   
Stock purchasable under the Plan will not be redeemable.                        

ANTIDILUTION                                                                    

     The Purchase Price payable, the number of Rights, and the number of
shares of Preferred Stock or other securities or property issuable, upon        
exercise of the Rights, are subject to adjustment from time to time to prevent  
dilution, among other circumstances, in the event of a stock dividend on, or a  
subdivision, split, combination, consolidation or reclassification of, the      
Preferred Stock or the Common Stock, or a reverse split of the outstanding      
shares of Preferred Stock or the Common Stock.                                  

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in   
the Purchase Price.  The Company may, but is not required to, issue fractional  
Rights or fractional Preferred Stock (other than fractions which are integral   
multiples of one one-thousandth (1/1,000th) of a share of Preferred Stock,      
which may, at the election of the Company, be evidenced by depositary receipts. 
In lieu thereof, an adjustment in cash will be made based upon the market price 
of the Common Stock on the last trading day prior to the date of exercise.      

AMENDMENT OF RIGHTS AGREEMENT                                                   

     Prior to the Distribution Date, the Company may supplement or amend
any provision of the Rights Agreement without the approval of any holders of    
the Rights.  From and after the Distribution Date, the Company may supplement   
or amend the Rights Agreement without the approval of any holders of Right      
Certificates in order (a) to cure any ambiguity, (b) to correct or supplement   
any provision contained therein which may be defective or inconsistent with any 
other provision therein, (c) to shorten or lengthen any time period thereunder  
or (d) to change or supplement the provisions thereof in any manner which the   
Company may deem necessary or desirable and which does not adversely affect the 
interests of the holders of Right Certificates (other than Acquiring Person or  
an Affiliate or Associate of an Acquiring Person).  Notwithstanding the         
foregoing, no supplement or amendment pursuant to clause (c) may lengthen (x) a 
time period relating to when the Rights may be redeemed at such time as the     
Rights are not then redeemable or (y) any other time period unless such         
lengthening is for the purpose of protecting, enhancing or clarifying the       
rights of, and/or the benefits to, the holders of the Rights.                   

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CERTAIN DETERMINATIONS                                                          

         The Rights Agreement prohibits the making of certain determinations and
actions by the Board of Directors unless at the time of such determinations     
there are then in office not less than three Continuing Directors (as defined   
below) and the determination or action in question is also approved by a        
majority of the Continuing Directors then in office.  These determinations and  
actions include: (i) determining that a tender offer or exchange offer is a     
Qualifying Tender Offer; (ii) extending the Distribution Date following the     
commencement or announcement of a tender offer or exchange offer; (iii)         
determining that a person became an Acquiring Person inadvertently; (iv)        
redeeming of the Rights; (v) exchanging the Rights for Common Stock; (vi)       
valuing certain securities or assets other than the Common Stock  and Preferred 
Stock; and (vii) amending or supplementing the Rights Agreement.                

        A "Continuing Director" means any member of the Board of Directors who
is not an Acquiring Person or an affiliate or associate of an Acquiring Person, 
and who either (i) was a member of the Board of Directors prior to the time     
that any person became an Acquiring Person (other than pursuant to a Qualifying 
Tender Offer), or (ii) subsequently became a member of the Board of Directors,  
and whose nomination for election or election to the Board of Directors was     
recommended or approved by the Board of Directors when there are then in office 
at least three Continuing Directors and such nomination for election or         
election was recommended or approved by a majority of the Continuing Directors  
then on the Board of Directors.                                                 

CERTAIN EFFECTS OF THE RIGHTS                                                   

       The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company  
without conditioning the offer on the Rights being redeemed or a substantial    
number of Rights being acquired, and under certain circumstances the Rights     
beneficially owned (or that were owned) by such a person or group may become    
void.  The Rights should not interfere with any merger or other business        
combination approved by the Board of Directors because,  if the Rights would    
become exercisable as a result of such merger or other business combination,    
the Board of Directors, may, at its option prior to time that any Person        
becomes an Acquiring Person, redeem all (but not less than all) of the then     
outstanding Rights at the Redemption Price.                                     

THE RIGHTS AGREEMENT                                                            

       A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement on Form 8-A.   
This summary description of the Rights does not purport to be complete and is   
qualified in its entirety by reference to the Rights Agreement.                 

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ITEM 2.  EXHIBITS                                                               

Exhibit No.                           Exhibit                     
-----------                           -------                     

     4.1             Rights Agreement dated as of December 20, 1996,
            between Synagro Technologies, Inc. and
                         Intercontinental Registrar & Transfer Agency, Inc.,
                           as Rights Agent, which includes as Exhibit A thereto,
                 the Statement of Designations, Preferences,
                     Limitations and Relative Rights of its Series A
                           Junior Participating Preferred Stock and as Exhibit C
                         thereto, the Form of Right Certificate. Pursuant to
                           the Rights Agreement, printed Right Certificates will
                          not be mailed until as soon as practicable after the
             Distribution Date (as defined therein).

SIGNATURE 

        Pursuant to the requirements of Section 12 the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be       
signed on its behalf by the undersigned, thereto duly authorized.               

Date: December 27, 1996                                                         

                        SYNAGRO TECHNOLOGIES, INC.

                          By:      /s/ DONALD L. THONE
                                       -----------------------------------
                                        Donald L. Thone,
                                       Chairman of the Board
                                       and Chief Executive Officer

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INDEX TO EXHIBITS 

Exhibit No.                      Description                                  
-----------                      -----------                                  

4.1         Rights Agreement dated as of December 20, 1996,           
         between Synagro Technologies, Inc. and Intercontinental
           Registrar & Transfer Agency, Inc., as Rights Agent, which
      includes as Exhibit A the Statement of Designations,
              Preferences, Limitations and Relative Rights of its Series A
                Junior Participating Preferred Stock and as Exhibit C the Form
                 of Right Certificate. Pursuant to the Rights Agreement, printed
        Right Certificates will not be mailed until as soon as
               practicable after the Distribution Date (as defined therein).

Dates Referenced Herein   and   Documents Incorporated by Reference

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		1/10/97		2
Filed on:		12/27/96		7					8-K
		12/23/96		2					424B3,  8-K
		12/20/96		7		8
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