-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+2s+5TJg6H882AqKI7nkEQvrbX9aanyTdWvgdcJ+SY0QeR51qvp3+d1CHgUIeuq RHMnwL10/hxL77H1HlV45g== 0001102624-10-000401.txt : 20100830 0001102624-10-000401.hdr.sgml : 20100830 20100830060255 ACCESSION NUMBER: 0001102624-10-000401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100830 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100830 DATE AS OF CHANGE: 20100830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US ECOLOGY, INC. CENTRAL INDEX KEY: 0000742126 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953889638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11688 FILM NUMBER: 101045341 BUSINESS ADDRESS: STREET 1: 300 E. MALLARD STREET 2: STE 300 CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 2083318400 MAIL ADDRESS: STREET 1: 300 E. MALLARD STREET 2: STE 300 CITY: BOISE STATE: ID ZIP: 83706 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ECOLOGY CORP DATE OF NAME CHANGE: 19920703 8-K 1 usecologyinc8k.htm US ECOLOGY 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: August 30, 2010
(Date of earliest event reported)

US Ecology, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
0-11688
(Commission File Number)
95-3889638
(IRS Employer
Identification Number)

300 E. Mallard Dr., Suite 300, Boise, ID
(Address of principal executive offices)
  83706
(Zip Code)

(208) 331-8400
(Registrant's telephone number, including area code)

Not Applicable
(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 7.01. Regulation FD Disclosure

On August 30, 2010 US Ecology, Inc., (the "Company") announced that it had entered into a definitive agreement ("Agreement") with Siemens Water Technologies Corp., to acquire substantially all of the assets of a permitted Treatment, Storage and Disposal facility that specializes in hazardous liquid wastewater treatment located in Vernon, California.

Under the terms of the Agreement, the Company will purchase substantially all of the assets and assume certain liabilities of the Treatment, Storage and Disposal facility for $8.65 million using cash on hand. The closing of the acquisition is subject to the transfer of certain regulatory permits, among other things, and is expected to be completed by December 31, 2010. A copy of this press release is attached hereto in Exhibit 99.1.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

99.1 Press release issued by the Registrant on August 30, 2010

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of US Ecology, Inc. dated August 30, 2010


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 hereunto duly authorized.


Dated: August 30, 2010
US ECOLOGY, INC.

By:  /s/ Jeffrey R. Feeler                    
     Jeffrey R. Feeler
     Vice President and Chief Financial Officer


Exhibit Index
Exhibit No. Description
99.1 Press Release of US Ecology, Inc. dated August 30, 2010
EX-99 2 usecologyinc8k65633.htm US ECOLOGY PRESS RELEASE

US Ecology, Inc. to Purchase Waste Treatment and Storage Facility

Acquisition to Increase Market Penetration in Western US

BOISE, ID -- (Marketwire - August 30, 2010) - US Ecology, Inc. (NASDAQ: ECOL) ("the Company") today announced that it has entered into a definitive agreement ("Agreement") with Siemens Water Technologies Corp., to acquire substantially all of the assets of a permitted Treatment, Storage and Disposal facility ("the Facility") located in Vernon, California. The rail served facility, which has been in operation since 1981, principally provides hazardous liquid waste services to the Southern California industrial market. The Facility generated revenue ranging from $9 to $11 million annually over the last several years and has approximately 40 employees.

Under the terms of the Agreement, the Company will purchase substantially all of the assets and assume certain liabilities for $8.65 million using cash on hand. The closing of the acquisition is subject to the transfer of certain regulatory permits, among other things, and is expected to be completed before December 31, 2010. The acquisition is initially expected to be neutral to earnings and accretive thereafter.

"In addition to increasing our service capability, this acquisition provides US Ecology with a physical presence in the largest industrial market on the West Coast which is currently served by our hazardous waste disposal facility in Beatty, Nevada," stated President and Chief Executive Officer Jim Baumgardner. "This acquisition provides us with a well established facility with the ability to offer improved and incremental waste treatment and transportation capabilities to our customers in the region and will also provide a growth platform enabling us to cross-sell services to both new customers and existing customers."

Baumgardner added, "This acquisition conforms to our strategy of acquiring assets that are consistent with our core business, increase our geographic footprint, augment services to existing customers and allow us to attract new customers."

About US Ecology, Inc.
US Ecology, Inc., (formerly known as American Ecology Corporation) through its subsidiaries, provides radioactive, hazardous, PCB and non-hazardous industrial waste management and recycling services to commercial and government entities, such as refineries and chemical production facilities, manufacturers, electric utilities, steel mills, medical and academic institutions and waste broker / aggregators. Headquartered in Boise, Idaho, the Company is one of the nation's oldest radioactive and hazardous waste services companies 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. 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 achieve its 2010 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, 2009 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 forwar d-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 recycling 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 requ ired contracts, our willingness or ability to pay dividends and our ability to integrate the Vernon, California facility or other potential acquisitions. No assurance can be given that the above described acquisition will close or be completed as discussed or contemplated by this press release.

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.

Contact:
Alison Ziegler
Cameron Associates
(212) 554-5469
alison@cameronassoc.com
www.usecology.com


-----END PRIVACY-ENHANCED MESSAGE-----