8-K

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): February 22, 2010

US ECOLOGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-11688	95-3889638
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
Lakepointe Centre I, 300 E. Mallard Drive, Suite 300 Boise, Idaho (Address of principal executive offices)		83706 (Zip Code)

(208) 331-8400

(Registrant’s telephone number, including area code)

AMERICAN ECOLOGY CORPORATION

(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:

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

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

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

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Effective February 22, 2010, US Ecology, Inc., formerly known as American Ecology Corporation (the “Company”), merged a wholly owned subsidiary with and into the Company, and changed the Company’s legal name to “US Ecology, Inc.” as a result thereof.  Pursuant to Section 253 of the General Corporation Law of Delaware, such merger had the effect of amending the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect the new legal name of the Company.  Specifically, Article FIRST of the Company’s Certificate of Incorporation was deleted in its entirety and replaced with the following:  

“FIRST: The name of the corporation is US Ecology, Inc.”  

The name change does not affect the rights of stockholders of the Company.  There were no other changes to the Company’s Certificate of Incorporation.  A copy of the Certificate of Ownership and Merger Merging Buckeye Holdings Corporation, Inc. into American Ecology Corporation, as filed with the Delaware Secretary of State and effective February 22, 2010, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The Company will continue trading on the NASDAQ Global Market under the ticker symbol “ECOL”.  The new CUSIP number for US Ecology, Inc. is 91732J102.

On February 22, 2010, the Company issued a press release announcing the transaction described above.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1 99.1	Certificate of Ownership and Merger Merging Buckeye Holdings Corporation into American Ecology Corporation, effective February 22, 2010, as filed with the Delaware Secretary of State. Press Release, dated February 22, 2010, entitled “American Ecology Announces Name Change To Us Ecology, Inc.”

SIGNATURE

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

	US Ecology, Inc.
	(Registrant)
Date:  February 22, 2010	By: /S/ Jeffrey R. Feeler
	Jeffrey R. Feeler
	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1 99.1	Certificate of Ownership and Merger Merging Buckeye Holdings Corporation into American Ecology Corporation, effective February 22, 2010, as filed with the Delaware Secretary of State. Press Release, dated February 22, 2010, entitled “American Ecology Announces Name Change To Us Ecology, Inc.”

EX-3.1

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP AND MERGER

SUBSIDIARY INTO PARENT

SECTION 253

MERGING

BUCKEYE HOLDINGS CORPORATION

INTO

AMERICAN ECOLOGY CORPORATION

(Pursuant to Section 253 of the General Corporation Law of Delaware)

American Ecology Corporation, a corporation incorporated on the 23rd day of March 1987 (“Company”), pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that Company owns 100% of the capital stock of Buckeye Holdings Corporation, a corporation incorporated on the 24th day of September 2009, pursuant to the provisions of the General Corporation Law of the State of Delaware and that the Company, by a resolution of its Board of Directors duly adopted by unanimous written consent on the 1st day of February 2010, determined to merge into itself said Buckeye Holdings Corporation, which resolution is in the following words to wit:

WHEREAS, by resolution dated December 11, 2009, the Board of Directors authorized management to take the necessary steps in timely fashion to effect and announce a name change of American Ecology Corporation to “US Ecology, Inc.” 

WHEREAS, the Company may change its name without stockholder approval under Section 253(b) of the Delaware General Corporation Law (the “DGCL”) by causing a subsidiary to merge into the Company and including in the Certificate of Ownership and Merger a provision that the Company is changing its name;

WHEREAS, the Company owns 100% of the outstanding capital stock of Buckeye Holdings Corporation (“BHC”), a corporation organized and existing under the laws of the State of Delaware;

WHEREAS, there has been submitted to and considered by the members of the Board of Directors an Agreement of Merger (the "Agreement") by and between BHC and the Company providing for the short-form merger (the "Merger") of BHC with and into the Company pursuant to the DGCL and further providing that all of the assets, liabilities and obligations of BHC will become assets, liabilities and obligations of Company pursuant to DGCL Section 259 and that the Company will change its name to “US Ecology, Inc.” pursuant to DGCL Section 253(b); and

WHEREAS, the undersigned deem it advisable and in the best interests of the Company to approve and to consummate the Merger and that a Certificate of Ownership and Merger (the "Merger Certificate") be executed and filed with the State of Delaware’s Secretary of State and that any other appropriate documents and acts be executed, delivered and performed.

NOW, THEREFORE, BE IT RESOLVED, that the Company, a Delaware corporation and owner of all of the outstanding shares of BHC, which is also a Delaware corporation, become a party to the Agreement and undertake the Merger and thereby merge BHC into the Company pursuant to the provisions of the DGCL and take ownership of all of the assets and assume all of the liabilities and obligations of BHC;

RESOLVED FURTHER, that BHC shall be the disappearing corporation upon the effective date and the Company shall continue its existence as the surviving corporation;

RESOLVED FURTHER, that in connection with the Merger, the Company's name shall be changed from American Ecology Corporation to “US Ecology, Inc.”;

RESOLVED FURTHER, that the issued and outstanding shares of BHC's capital stock shall not be converted in any manner, nor shall any cash or other consideration be paid or delivered therefor, inasmuch as the Company is the owner of all outstanding shares of BHC, but each said share which is issued as of the effective date of the Merger shall be surrendered and extinguished;

RESOLVED FURTHER, that officers of the Company are hereby authorized to enter into the Agreement on behalf of the Company and to execute the Merger Certificate and cause it to be filed with the State of Delaware’s Secretary of State; and

RESOLVED FURTHER, that the Board of Directors and the proper officers of the Company are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of the Merger herein provided for;

IN WITNESS WHEREOF, American Ecology Corporation has caused this Certificate of Ownership and Merger to be signed by Jeffrey R. Feeler, on the 22nd day of February 2010.

American Ecology Corporation

a Delaware Corporation

By:  /S/ Jeffrey R. Feeler

         Jeffrey R. Feeler

Its:  Vice President, Chief Financial Officer and Secretary

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release

Contact: Alison Ziegler, Cameron Associates (212) 554-5469

alison@cameronassoc.com     www.usecology.com

AMERICAN ECOLOGY ANNOUNCES NAME CHANGE TO US ECOLOGY, INC.

BOISE, ID— February 22, 2010 - -- American Ecology Corporation (the “Company”) (Nasdaq - GS: ECOL) today announced that it has changed its corporate name to US Ecology, Inc. to align with its recognized brand name in the hazardous and radioactive waste disposal industry.  The Company will continue to trade on the NASDAQ Global Select market under the ticker “ECOL.”

American Ecology Corporation was formed as a holding company in 1984 when Teledyne divested its waste disposal assets.  Since that time, the Company has operated its facilities under the US Ecology name and built significant brand recognition as one of the top providers of hazardous and radioactive waste transportation, treatment, recycling and disposal services.   

James Baumgardner, President and Chief Executive Officer, commented, “Changing our corporate name to US Ecology better reflects the strong brand we have created with our unique network of facilities.  It will also simplify contracting, government reporting and show our customers and investment community that we are truly one team dedicated to the long term growth of this business."  

The change in corporate name will not affect the validity or transferability of any existing stock certificates that bear the American Ecology Corporation name.  Stockholders with American Ecology certificates should continue to hold them. No action is required.

About US Ecology, Inc.

US Ecology, Inc. (formally known as American Ecology Corporation), through its subsidiaries, provides radioactive, PCB, hazardous, and non-hazardous waste services to commercial and government customers throughout the United States, such as steel mills, medical and academic institutions, refineries, chemical manufacturing facilities and the nuclear power industry. Headquartered in Boise, Idaho, the Company is the oldest radioactive and hazardous waste services company in the United States.  

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 that are based on our current expectations, beliefs and assumptions about the industry and markets in which US Ecology, Inc. (formally known as American Ecology Corporation. and its subsidiaries operate. Because such statements include risks and uncertainties, actual results may differ materially from what is expressed herein and no assurance can be given that the Company will meet its 2009 earnings estimates, successfully execute its growth strategy, increase market share, or declare or pay future dividends. For information on other factors that could cause actual results to differ materially from expectations, please refer to US Ecology, Inc.’s December 31, 2008 Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date such statements are made. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include a loss of a major customer, compliance with and changes to applicable laws and regulations, market conditions and production rates for the thermal desorption service at our Texas facility, access to cost effective transportation services, access to insurance and other financial assurances, loss of key personnel, lawsuits, adverse economic conditions including a tightened credit market, the timing or level of government funding or competitive conditions, incidents that could limit or suspend specific operations,  our ability to perform under required contracts, our willingness or ability to pay dividends and our ability to integrate any potential acquisitions.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of US Ecology, Inc.

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