8-K 1 body.txt AMERICAN ECOLOGY 8-K 5-25-2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 25, 2005 AMERICAN ECOLOGY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-11688 95-3889638 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho 83706 (Address of principal executive ----- offices) (Zip Code) (208) 331-8400 -------------- (Registrant's telephone number, including area code) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT On May 25, 2005 American Ecology Corporation entered into an Amended and Restated Credit Agreement with Wells Fargo Bank in order to, among other things, extend the Agreement's maturity to June 15, 2007 and allow for the payment of quarterly dividends and/or stock repurchases. A copy of the Amended and Restated Credit Agreement is attached as Exhibit 10.50 and incorporated by reference herein. Exhibit 10.50 Amended and Restated Credit Agreement between American Ecology Corporation and Wells Fargo Bank Dated May 25, 2005 During its May 25 meeting, the Board also agreed to indemnify each of the Company's Directors and Officers consistent with the form of the attached indemnification agreement. A copy of the indemnification agreement is attached as exhibit 10.60 and incorporated by reference herein. Exhibit 10.60 Form of indemnification agreement between American Ecology Corporation and each of the Company's Directors and Officers ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS On May 26, 2005, the Company issued a press release entitled "AMERICAN ECOLOGY ANNOUNCES $0.15 PER SHARE ANNUAL DIVIDEND". The press release, dated May 26, 2005, is attached as Exhibit 99 and incorporated by reference herein. Exhibit 99 Press Release, dated May 26, 2005, entitled "AMERICAN ECOLOGY ANNOUNCES $0.15 PER SHARE QUARTERLY DIVIDEND" ITEM 5.02. ELECTION OF DIRECTORS The Company held its Annual Meeting of Stockholders on May 25, 2005. On the record date of March 28, 2005 there were 17,441,294 shares of common stock issued and outstanding. At the Annual Meeting the Company's eight nominees for Director were all elected to the Board, the selection of Moss Adams LLP as the Company's independent auditor was ratified, and the 2005 Non-Employee Director Compensation Plan was approved. The voting on the three items was as follows:
Nominee for Director For Withheld -------------------------------------------------------- ---------- -------- Rotchford L. Barker 16,713,078 136,983 Roy C. Eliff 16,793,017 57,044 Edward F. Heil 16,679,113 170,948 Kenneth C. Leung 16,793,336 56,725 Richard Riazzi 16,801,492 48,569 Stephen A. Romano 16,789,452 60,609 Jimmy D. Ross 16,798,136 51,925 Richard T. Swope 16,771,699 78,362 Ratification of Moss Adams LLP ------------------------------ For 16,761,832 Against 22,998 Abstain 65,231 Approval of 2005 Non-Employee Director Compensation Plan -------------------------------------------------------- For 12,173,379 Against 316,205 Abstain 87,409 Broker Non-Vote 4,273,068
Following its annual meeting of stockholders on May 25, 2005 in Boise, Idaho, American Ecology Corporation's Board of Directors met and elected Edward F. Heil to serve as chairman of the newly elected Board. ITEM 8.01. OTHER EVENTS On May 25, 2005, the State of California Court of Appeal for the Fourth Appellate District affirmed a March 26, 2003 Superior Court judgment in the matter of US Ecology, Inc. v. State of California regarding the formerly proposed Ward Valley low-level radioactive waste disposal facility. Specifically, the Court of Appeal affirmed the trial court's ruling that US Ecology failed to establish causation and was not entitled to monetary recovery. The Company does not plan further appeals. The Company wrote off a $20,951,000 deferred site development asset for the formerly proposed project on March 31, 2003 following the adverse trial court ruling. The Company's subsequent, unsuccessful appeal was undertaken on a fixed fee (plus contingency) basis that was expensed at the time counsel was engaged for the appeal in July 2003. Consequently, the March 25, 2005 appeal disposition and the Company's decision to decline further appeals has no significant financial impact on the Company. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN ECOLOGY CORPORATION (Registrant) Date: May 26, 2005 By:/S/ James R. Baumgardner ------------------------ James R. Baumgardner Senior Vice President, Chief Financial Officer, Secretary and Treasurer
EXHIBIT INDEX Exhibit Description ------- ----------- Exhibit 10.50 Amended and Restated Credit Agreement between American Ecology Corporation and Wells Fargo Bank Dated May 25, 2005 Exhibit 10.60 Form of American Ecology Corporation Indemnification Agreement covering each of the Company's directors and officers Exhibit 99 Press Release dated May 26, 2005 titled "AMERICAN ECOLOGY ANNOUNCES $0.15 PER SHARE QUARTERLY DIVIDEND"