8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 29, 2010  

Heritage-Crystal Clean, Inc.
(Exact name of registrant as specified in its charter)

DELAWARE	001-33987	26-0351454
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2175 Point Boulevard, Suite 375, Elgin, IL	60123
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:   (847) 836-5670

________________________________________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On March 29, 2010 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit 99.2 sets forth certain information regarding Heritage Crystal Clean, Inc.'s plans to develop a use oil re-refinery.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated March 29, 2010

    Exhibit 99.2.       Presentation

SIGNATURE

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

	Heritage-Crystal Clean, Inc. (Registrant)
March 30, 2010 (Date)	/s/   GREGORY RAY Gregory Ray Chief Financial Officer, Vice President, Business Management and Secretary

Exhibit Index
99.1	Press release dated March 29, 2010
99.2	Presentation

EX-99

EXHIBIT 99.1

Heritage-Crystal Clean, Inc. Announces Re-Refining Project

ELGIN, Ill., March 29, 2010 (GLOBE NEWSWIRE) -- Heritage-Crystal Clean, Inc. (Nasdaq:HCCI), a leading provider of parts cleaning, hazardous and non-hazardous waste services to small and mid-sized customers, has approved plans to develop a used oil re-refinery. This will enable the company to enter the used oil re-refining industry, which may develop into a $2 billion market in North America. HCCI management has extensive experience in designing and operating re-refining plants, having led the development of North America's two largest re-refineries while at another company. These two plants constitute 75% of the current industry capacity. Given that HCCI currently collects used oil, the re-refining business complements its current business and is a ready avenue to further increase shareholder value. 

The re-refinery is being designed to process up to 50 million gallons per year of feedstock and yield approximately 30 million gallons per year of good-as-new on specification lubricating base oil. The re-refinery will be constructed in the state of Indiana at an estimated capital cost of $40 million, and is expected to begin production in 2012. The company is currently evaluating a range of alternative financing plans to fund the project.

Joe Chalhoub, CEO, remarked: "We have been evaluating this opportunity for more than a year, and based on current market conditions and the price of lubricating oil, believe the re-refinery could generate annual revenue in excess of $90 million, with operating margins similar to what we expect from our parts cleaning and containerized waste lines of business at maturity."

In North America, approximately 1 billion gallons of used oil are collected annually from generators such as quick lubes, truck fleets, and manufacturers. Due to a lack of re-refining capacity, only 20% of this volume is recycled into lubricating oil. The majority of the used oil collected is sold as fuel to asphalt plants, electric utilities, and other industrial burners. Burning used oil causes the resource to be consumed, whereas re-refining allows the lubricating oil to be repeatedly re-used as a higher value product. Re-refining is superior from an environmental perspective, reducing air pollution and saving energy.

Currently, HCCI's business serves more than 41,000 customer locations and collects used solvent and hazardous and non-hazardous waste for proper recycling or disposal. Most of HCCI's customers generate used oil, and they typically engage service providers to remove this material. HCCI has a great opportunity to leverage its customer relationships, as well as its existing branch and route infrastructure at roughly 60 locations throughout the USA, to expand aggressively into used oil collection services.

Greg Ray, CFO, commented: "In some markets, the HCCI service offer already includes used oil collection, and we have been successful at cross-selling this to our existing accounts. Having a re-refinery will allow us to upgrade the used oil we collect into a higher-value product, which we believe will provide us with an important competitive advantage and help fuel our growth."

Conference Call

The Company will host a conference call today at 1:00 PM Central Time, during which management will make a brief presentation focusing on this news and provide some further background on the used oil re-refining industry.

Interested parties can listen to the audio webcast available through our company website, http://www.crystal-clean.com/investor/FinancialReleases.asp, and can participate in the call by dialing (720) 545-0014.

The Company uses its website to make available information to investors and the public at www.crystal-clean.com.

Re-refining Cautionary Statement

HCCI's re-refining project is in the early stages of development and the plans for the re-refinery may change. HCCI expects to make a significant capital investment in developing a re-refinery. HCCI will need to arrange for financing of a portion of these capital costs. If such financing is not available, HCCI may not be able to complete the re-refining project as contemplated or at all. If HCCI should conclude that the re-refinery no longer fits with HCCI's business strategy, HCCI may decide to discontinue this initiative and HCCI could lose its investment in the re-refinery. Even if HCCI completes the development of the re-refinery, HCCI may not achieve the results with respect to the re-refinery that it currently expects, which could cause HCCI's business and operating results to suffer.

Safe Harbor Statement

All references to the "Company," "we," "our," and "us" refer to Heritage-Crystal Clean, Inc., and its subsidiaries.

This release contains forward-looking statements that are based upon current management expectations. Generally, the words "aim," "anticipate," "believe," "could," "current thinking," "estimate," "expect," "goal," "hope," "intend," "may," "plan," "project," "should," "will," "will be," "will continue," "will likely result," "would" and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors include, among others: whether our re-refining initiative is successful, including our ability to develop and operate a re-refinery, our ability to comply with the extensive environmental, health and safety and employment laws and regulations that our Company is subject to; changes in environmental laws that affect our business model; competition; claims relating to our handling of hazardous substances; the limited demand for our used solvent; our dependency on key employees; our ability to effectively manage our extended network of branch locations; warranty expense and liability claims; personal injury litigation; dependency of suppliers; economic conditions including the current recession and financial crisis, and downturns in the business cycles of automotive repair shops, industrial manufacturing business and small businesses in general; increased solvent, fuel and energy costs and volatility in the price of crude oil; the control of The Heritage Group over our Company; and the risks identified in our Annual Report on Form 10-K filed with the SEC on March 5, 2010. Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update or revise them or provide reasons why ac tual results may differ. The information in this release should be read in light of such risks and in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this release. 

About Heritage-Crystal Clean, Inc.

Heritage-Crystal Clean, Inc. provides parts cleaning, hazardous and non-hazardous waste services to small and mid-sized customers in both the manufacturing and automotive service sectors. Our service programs include parts cleaning, containerized waste management, used oil collection, and vacuum truck services. These services help our customers manage their used chemicals and liquid and solid wastes, while also helping to minimize their regulatory burdens. Our customers include businesses involved in vehicle maintenance operations, such as car dealerships, automotive repair shops, and trucking firms, as well as small manufacturers, such as metal product fabricators and printers. Heritage-Crystal Clean, Inc. is headquartered in Elgin, Illinois, and operates through 58 branches serving over 41,000 customer locations.

The Heritage-Crystal Clean, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4974

CONTACT:  Heritage-Crystal Clean, Inc.
          Greg Ray, Chief Financial Officer and VP Business Management
          (847) 836-5670

EX-99

EXHIBIT 99.2

HCCI Used Oil Re-Refining March 2010

Heritage - Crystal Clean, Inc. (HCCI)

Used Oil Re-Refining Project

March 2010

HCCI Used Oil Re-Refining March 2010

2

Safe Harbor Statement

This presentation contains forward-looking statements that are based upon current management
expectations. Generally, the words "aim," "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "plan,“ "project," "should," "will be," "will continue," "will likely result," "would" and similar
expressions identify forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could cause our actual results, performance
or achievements or industry results to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. These risks, uncertainties and
other important factors include, among others: our ability to comply with the extensive environmental,
health and safety, and employment laws and regulations that our Company is subject to; changes in
environmental laws that affect our business model; competition; claims relating to our handling of
hazardous substances; the demand for our used solvent; our dependency on key employees; our ability
to effectively manage our extended network of branch locations; warranty expense and liability claims;
personal injury litigation; dependency on suppliers; economic conditions and downturns in the business
cycles of automotive repair shops,industrial manufacturing business and small businesses in general;
increased solvent, fuel and energy costs; the control of The Heritage Group over our Company; and the
risks identified in our filings with the Securities and Exchange Commission, including our 10-K filings.
Given these uncertainties, you are cautioned not to place undue reliance on these forward-looking
statements. We assume no obligation to update or revise them or provide reasons why actual results
may differ. The information in this presentation should be evaluated in light of such risks and in
conjunction with the consolidated financial statements and the notes thereto included in our filings with
the SEC and available on our website.

HCCI Used Oil Re-Refining March 2010

3

Overview

wDescription of HCCI re-refining project

wMarket size and market share

wEnvironmental benefits

wHCCI management experience with re-refining

wHistory of re-refining in U.S.

wCritical success factors in re-refining

wConclusion

HCCI Used Oil Re-Refining March 2010

4

Used Oil Re-Refining

wRe-Refining = Treating used oil to remove impurities so that it can be
used as a base lube oil for new lubricating oil

wRe-Refining prolongs the life of the oil resource indefinitely

wRe-Refining is the preferred environmental option per U.S. EPA

wModern re-refineries employ two main processing steps borrowed from
the refining industry:

§Vacuum distillation to remove the base lube oil, followed by

§Hydrotreating to remove trace impurities from the base lube oil

Sources:

(1)Managing Used Oil: Advice for Small Businesses, U.S. EPA, EPA530-F-96-004, November 1996.

HCCI Used Oil Re-Refining March 2010

5

Snapshot of HCCI Re-Refining Project

w50 MM gpy input capacity re-refining plant

w30 MM gpy capacity base lube oil output

w$40 MM estimated capital cost (0 - 5% annual maint. CapEx)

w2 year construction period before start-up

wLocated in Indiana

wCollection ramp-up expected to depress 2010 EBITDA by $1 MM

wAt capacity and assuming current prices, expect:

§$90 MM annual revenue

§20% EBITDA margin

HCCI Used Oil Re-Refining March 2010

6

Oil Re-Refining Success Triangle

Used Oil Collection

Source: J. Chalhoub presentation to
Fifth International Conference on
Recovery and Reuse, November 1983,
Las Vegas, NV.

Lube Oil and Used Oil Markets

HCCI Used Oil Re-Refining March 2010

8

Lube Oil Demand in the United States

U.S. Lube Oil Supply / Composition2
Base Lube Oil	2.0 BB GPY
Chemical Additives	0.5 BB GPY
Total Lube Oil Supply	2.5 BB GPY

Sources:

(1)Used Oil Re-refining Study to Address Energy Policy Act of 2005, Section 1838, U.S. Department of Energy, Office of Fossil Energy, Office of Oil and Natural Gas,
July 2006, page 2-2.

(2)“Lubricating Oil Quality,” Energy News, Issue 14, page 12-15.

U.S. Lube Oil Demand1
Lube Oil Demand - Vehicle Oils	1.5 BB GPY
Lube Oil Demand - Industrial/Process Oils	1.0 BB GPY
Total Lube Oil Demand	2.5 BB GPY

HCCI Used Oil Re-Refining March 2010

9

Base Lube Oil Supply by Source

Sources:

(1)Company estimates.

Total Volume: 2 BB GPY

HCCI Used Oil Re-Refining March 2010

10

Used Oil Industry in the United States

Sources:

(1)Used Oil Re-refining Study to Address Energy Policy Act of 2005, Section 1838, U.S. Department of Energy, Office of Fossil Energy, Office of Oil and Natural Gas,
July 2006, page 5-1; “Assessment of Opportunities to Increase the Recovery and Recycling of Waste Oil,” Department of Energy Argonne National Laboratory,
August 1995; and API Used Motor Oil Collection and Recycling 1997 Draft report.

(2)Waste Oil: Reclaiming Technology, Utilization and Disposal, Mueller Associates Inc., Pollution Technology Review No. 166, published by Noyes Data Corporation
1999, Table 2; and Composition and Management of Used Oil Generated in the United States, William Bider, Franklin Associates Ltd., prepared for the Office of Solid
Waste, 1984.

(3)Company estimate.

U.S. Lubricant Demand	2.5 BB GPY
Volume Consumed During Use	1.1 BB GPY
Volume of Used Oil Available for Collection1	1.4 BB GPY
Volume of Used Oil Improperly Disposed1	0.5 BB GPY
Volume of Used Oil Collected1	0.9 BB GPY
Estimated Number of Used Oil Generators (excluding DIYers)2	450,000
Estimated Number of Used Oil Collectors3	300-500

HCCI Used Oil Re-Refining March 2010

11

Used Oil Disposition in the United States (MM GPY)

Sources:

Used Oil Re-refining Study to Address Energy Policy Act of 2005, Section 1838, U.S. Department of Energy, Office of Fossil Energy, Office of Oil and Natural Gas, July 2006,
page 5-1 & 5-2.

Total Volume: 945 MM GPY

High Value Added

Environmental Benefits of Re-Refining

HCCI Used Oil Re-Refining March 2010

13

Environmental Benefits of Re-Refining

wRe-Refining requires 1/3 the energy compared to producing lube oil
from crude oil1

w2 ½ quarts of lube oil can be extracted from 42 gallons of crude oil or
from 1 gallon of used oil1

wRe-Refining meets the federal definition of waste minimization, a goal
of many pollution prevention programs

wRe-Refining reduces U.S. dependence on imported crude oil

wRe-Refining reduces air pollution and carbon emissions

Sources:

(1)Managing Used Oil: Advice for Small Businesses, U.S. EPA, EPA530-F-96-004, November 1996.

HCCI Experience with Re-Refining

HCCI Used Oil Re-Refining March 2010

15

HCCI Management Experience with Re-Refining

wHCCI Management helped create North American re-refining industry

wDesigned, built and operated two largest re-refineries in North America
(currently owned by Safety-Kleen) representing 75% of industry
capacity

wThese two re-refineries continue to operate successfully and profitably

HCCI Used Oil Re-Refining March 2010

16

HCCI Experience

wJoe Chalhoub, HCCI President and CEO

§Chemical Engineer & Entrepreneur

§1977 started Breslube Enterprises re-refinery in Ontario, Canada

§1987 sold controlling interest in Breslube to Safety-Kleen, remained with business

§1991 led design and construction of SK E. Chicago re-refinery

§Recognized leader in North American re-refining

wGreg Ray, HCCI VP Business Management and CFO

§1984 helped start Evergreen Oil re-refining business in California

§1987 oversaw growth of Evergreen’s used oil collection business

§1994 joined Safety-Kleen and took responsibility for used oil collection, expanding to
create first nationwide used oil service

§Led or managed numerous acquisitions including #2 and #3 used oil collectors in U.S.

History of Re-Refining in U.S.

HCCI Used Oil Re-Refining March 2010

18

Oil Recycling History in USA

wBy 1960’s, the industry claimed more than 160 re-refiners

wIncreasing additive content of lubricants and tightening environmental
regulations caused them to exit industry

wRising crude prices in 1970’s (due to geopolitical events) led to
renewed interest in re-refining

wBy 1980’s, several modern re-refiners using hydrotreating started in 
   the U.S. and Canada: Breslube, Evergreen, Mohawk

wIn 1990’s, Executive Orders 13101 and 13149 encouraged U.S.
government procurement of re-refined oil products

HCCI Used Oil Re-Refining March 2010

19

Oil Recycling 2001 to Present

wWorld crude oil prices climb to $70+/barrel

wModest capacity additions at existing re-refiners

wSome new entrants to re-refining business:

–Heartland (20 MM gpy)

–Universal (12 MM gpy)

–Bango (initially < 10 MM gpy)

wRe-refining margins are attractive based on current market conditions,
but this remains a complex business requiring competency with
collection, technology, operations, and product sales

Oil Re-Refining Success Triangle

HCCI Used Oil Re-Refining March 2010

21

Oil Re-Refining Success Triangle

Used Oil Collection

Source: J. Chalhoub presentation to
Fifth International Conference on
Recovery and Reuse, November 1983,
Las Vegas, NV.

HCCI Used Oil Re-Refining March 2010

22

Used Oil Collection

wOur goal is to collect enough feedstock to ensure self-sufficient plant
operation

wUsed oil can be collected from wide geography but transportation
economics are important; a large branch network is key

wOperation of many trucks serving thousands of generators requires
significant investment in infrastructure and management

wMost often, customers are looking for used oil collector to provide a
menu of corollary services, adding complexity to the business

HCCI Used Oil Re-Refining March 2010

23

Re-Refining Technology

wProduction of marketable lubricating base oil requires hydrotreating, a
process practiced at major refineries that adds significant complexity
and capital cost

wSeveral EPC firms willing to license re-refining technology and designs
including distillation and hydrotreating

wCritical issues are operability, economies of scale, and capital cost

wInconsistency of used oil feedstock, including industrial waste
contaminants, creates need for screening and testing programs and
robust process

wOther firms with less experience have been unable to deliver
acceptable performance in commercial scale plants

HCCI Used Oil Re-Refining March 2010

24

Lube Product Sales

wWe expect our re-refinery will produce high quality lubricating base oils

wProduct acceptance will require engine sequence testing to
demonstrate API/SAE performance

wMarketing plan includes base oil sales to independent
blenders/compounders

wLonger term opportunities to go downstream and sell blended and
packaged lubricants

HCCI Used Oil Re-Refining March 2010

25

Re-Refining Pros and Cons for HCCI

Pros

wLeverages HCCI branch infrastructure
& customer base

wHCCI management expertise

wExpected to accelerate HCCI growth in
revenue and earnings

wStrengthens quality of HCCI service
offer menu

wPotential to add many customers and
address very large market

Cons

wSwings in crude and lube market prices
will add volatility to HCCI revenue and
earnings

wRe-refining is more capital-intensive
than other HCCI service-only
businesses

Conclusions

HCCI Used Oil Re-Refining March 2010

27

Conclusions

wWe believe that HCCI has an excellent opportunity to leverage its branch network,
customer base, and management expertise through the development of a re-refinery

wThe HCCI re-refinery is expected to deliver meaningfully accretive growth in revenue
and profits

wWhile HCCI will become more sensitive to swings in crude and lube prices, we intend
to report statistics to allow investors to understand the sensitivities and performance
of each component of our business

wIt will require approximately two years to build the re-refinery, and we intend to use
that time to expand our used oil collection program

wSuccess in re-refining requires competency with all three aspects of the success
triangle - - collection, processing, and product sales - and we believe that HCCI has
these capabilities

HCCI Used Oil Re-Refining March 2010

28

Contact Information

For more information contact:

Greg Ray

CFO and VP Business Management

Heritage - Crystal Clean

email: Greg.Ray@crystal-clean.com

www.crystal-clean.com