-----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, CcbcrznYPzKIXmBwDHn+np3WqB7s4TgxwGasns3s1Po1nvcyaA1uu7+MROEe34R3 Tay3wjvbt+QyGBN2LqfqNQ== 0000912057-97-000219.txt : 19970107 0000912057-97-000219.hdr.sgml : 19970107 ACCESSION NUMBER: 0000912057-97-000219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961220 ITEM INFORMATION: Other events FILED AS OF DATE: 19970106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERICYCLE INC CENTRAL INDEX KEY: 0000861878 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 363640402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21229 FILM NUMBER: 97501188 BUSINESS ADDRESS: STREET 1: 1419 LAKE COOK RD STREET 2: SUITE 410 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8479456550 MAIL ADDRESS: STREET 1: 1419 LAKE COOK RD STREET 2: STE 410 CITY: DEERFIELD STATE: IL ZIP: 60015 8-K 1 FORM 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): December 20, 1996 STERICYCLE, INC. (Exact name of registrant as specified in its charter) Delaware 0-21229 36-3640402 (State or other juris- (Commission file (IRS employer diction of incorporation) number) identification number) 1419 Lake Cook Road, Suite 410 Deerfield, Illinois 60015 (Address of principal executive offices) Registrant's telephone number, including area code: (847) 945-6550 ITEM 5. Other Events. On December 20, 1996, Stericycle, Inc. (the "Company") entered into an agreement with Waste Management, Inc. ("Waste Management") and various of its subsidiaries pursuant to which the Company acquired the major portion of Waste Management's regulated medical waste business. The Company purchased the customer accounts, customer contracts, trucks and other vehicles, and other associated assets of Waste Management's regulated medical waste business at 24 locations in Arizona, Carolina, Indiana, Kentucky, Maryland, North Carolina, Ohio, Pennsylvania, Tennessee, Utah and Washington. The purchase price, which is subject to adjustment to reflect the parties' final agreement by January 31, 1997 on the value of the trucks and other vehicles acquired by the Company, was approximately $10.9 million. The Company paid one-half of this amount, or $5.45 million, in cash at closing and delivered a note to Waste Management for the balance of the purchase price. This note provides for two principal payments of $2.725 million each in December 1997 and December 1998, respectively, and quarterly payments of accrued interest. With the exception of service obligations arising after closing under the customer contracts that the Company acquired, the Company did not assume any liabilities of Waste Management or any of its subsidiaries. A copy of the Company's press release with respect to this acquisition is attached as Exhibit 10.1. -2- 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. Date: January 3, 1996. STERICYCLE, INC. By /s/ James F. Polark ------------------------------------- James F. Polark Vice President, Finance and Chief Financial Officer -3- EXHIBIT INDEX Sequentially Exhibit Description Numbered Page 10.1 Press release (December 20, 1996) 5 -4- EX-10.1 2 EXH. 10.1 NEWS BULLETIN DTD 12-23-96 EXHIBIT 10.1 NEWS BULLETIN Stericycle, Inc. 1419 Lake Cook Road, Ste. 410 From: Deerfield, IL 60015 Traded: (NASDAQ: SRCL) FRB The Financial Relations Board, Inc. For Further Information At the Company: At the Financial Relations Board: Mark Miller, CEO Bess Gallanis Kathy Brunson General Information General Information Analyst Inquiries (847) 374-5133 (312) 266-7800 (312) 266-7800 FOR IMMEDIATE RELEASE MONDAY, DECEMBER 23, 1996 STERICYCLE, INC. EXPECTS 50 PERCENT REVENUE INCREASE WITH ACQUISITION OF WASTE MANAGEMENT'S MEDICAL WASTE BUSINESS DEERFIELD, ILLINOIS, DECEMBER 23, 1996 -- Stericycle, Inc. (SRCL:Nasdaq) the second-largest provider of regulated medical waste management services, announced today it acquired the majority of Waste Management, Inc.'s medical waste business, the industry's third-largest participant, for a combination of cash and notes totaling about $11 million. Stericycle management noted that this acquisition represents an important step in executing the company's strategy of aggressively participating in the consolidation of the medical waste services industry. "We expect the acquisition to increase our annual revenues by more than $12 million, or 50 percent," said Mark Miller, president and chief executive officer of Stericycle. Stericycle expects to report approximately $24 million in revenues for the year ending December 31, 1996. "From a strategic perspective, this acquisition accelerates our growth potential by extending our geographic reach from about 27 percent of the U.S. population to potentially more than 45 percent of the U.S. population. Expanded service regions include the mid-Atlantic, Ohio Valley, the Southwest and Mountain regions." Under the terms of the definitive agreement, Stericycle has acquired from Waste Management the majority of its medical waste business excluding certain treatment assets in Wisconsin. Stericycle paid about $5.5 million in cash and delivered a note for an additional amount of approximately $5.5 million. This is the fifth acquisition the company has made in 1996 and the first acquisition since the company's initial public offering in August in which it raised -5- more than $25 million. An additional benefit of the acquisition will be a working relationship with Waste Management, providing for future cooperative marketing activities and expanded potential access to Waste Management sites to establish new Stericycle transfer stations and/or processing facilities. This acquisition significantly strengthens Stericycle's position as the second-largest provider of regulated medical waste management services. The company's proprietary Electro-Thermal-Deactivation process destroys human pathogens without producing harmful airborne emissions, and permits resource recovery. The company operates on a multi-regional basis. Its services include medical waste collection, transportation, treatment, disposal, reduction and resource recovery. From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, acquisition activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect operations, performance, development and results of the Company's business include the following: difficulties and delay with respect to the completion of acquisitions; delays and diversion of attention related to compliance with permitting and regulatory authorities; difficulties and delay with respect to marketing and sales activities; and general uncertainties accompanying the expansion into new markets. FOR MORE INFORMATION OF STERICYCLE, INC. VIA FACSIMILE AT NO ADDITIONAL COST, SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE COMPANY CODE 272. -6- -----END PRIVACY-ENHANCED MESSAGE-----