-----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, EefYlt521gml77EYcyqpOoHdX7itn1kx4lYxfWa3ub4tsTHxN/6RWmzCgyb6tnwf jfV+fWcCLdQcXlf32FP93Q== 0000950124-01-502513.txt : 20010804 0000950124-01-502513.hdr.sgml : 20010804 ACCESSION NUMBER: 0000950124-01-502513 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010802 EFFECTIVENESS DATE: 20010802 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-66544 FILM NUMBER: 1695823 BUSINESS ADDRESS: STREET 1: 28161 NORTH KEITH DRIVE STREET 2: SUITE 410 CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8473675910 MAIL ADDRESS: STREET 1: 1419 LAKE COOK RD STREET 2: STE 410 CITY: DEERFIELD STATE: IL ZIP: 60015 S-8 1 c63924s-8.txt REGISTRATION STATEMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STERICYCLE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 36-3640402 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045 (Address of principal executive offices) STERICYCLE, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) MARK C. MILLER PRESIDENT AND CHIEF EXECUTIVE OFFICER STERICYCLE, INC. 28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045 (Name and address of agent for service) (847) 367-5910 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
====================================================================================================================== Proposed Maximum Proposed Maximum Title of Each Class of Amount To Be Offering Price Per Aggregate Offering Amount of Securities To Be Registered Registered Share(1) Price(1) Registration Fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 150,000 shs. $49.08 $7,362,000.00 $1,840.50 ======================================================================================================================
(1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1), on the basis of the average of the high and low reported sales price on July 31, 2001 of a share of the Registrant's common stock on the Nasdaq National Market. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION The information required by Item 1 is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The information required by Item 2 is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The Registrant incorporates by reference in this Registration Statement the following documents that the Registrant has filed with the Securities and Exchange Commission (the "Commission"): (a) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; (b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; and (c) the description of the Registrant's common stock, par value $.01 per share, in the Registration Statement on Form 8-A that the Registrant filed on August 21, 1996, together with any amendment or report that the Registrant may file for the purpose of updating this description. All documents that the Registrant files with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after filing this Registration Statement but prior to filing a post-effective amendment which (i) indicates that all of the shares of the Registrant's common stock covered by this Registration Statement have been sold, or which (ii) deregisters all of the Shares then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from their respective dates of filing. Any statement in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded to the extent that a statement in this Registration Statement, or in any document filed after filing this -2- 3 Registration Statement which is deemed to be incorporated by reference into this Registration Statement, modifies or supersedes the earlier statement. The earlier statement shall be deemed to be incorporated into this Registration Statement only as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES This item is not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the shares of the Registrant's common stock covered by this Registration Statement is being passed upon for the Registrant by Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 60601. Partners of Johnson and Colmar beneficially own or have voting or investment power over 3,394 shares of the Registrant's common stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS In response to this item, the Registrant incorporates by reference into this Registration Statement its response to Item 14 ("Indemnification of Directors and Officers") of Part II ("Information Not Required in Prospectus") of the Registration Statement on Form S-1 that the Registrant filed on June 11, 1996 (Registration No. 333-05665) and which, as amended, was declared effective on August 22, 1996. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED This item is not applicable. ITEM 8. EXHIBITS 4.1 Stericycle, Inc. Employee Stock Purchase Plan 5.1 Opinion of Johnson and Colmar 23.1 Consent of Ernst & Young LLP 23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1) 24.1 Power of attorney (included under the caption "Power of Attorney" on page 6) ITEM 9. UNDERTAKINGS Rule 415 Offering The Registrant undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the -3- 4 Securities Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that undertakings (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those undertakings is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and Filings Incorporating Subsequent Exchange Act Documents by Reference The Registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act which is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Commission Position on Indemnification Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, as described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -4- 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lake Forest, State of Illinois, on August 1, 2001. STERICYCLE, INC. By /s/ Mark C. Miller ----------------------------------------- Mark C. Miller President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below who is then an officer or director of the Registrant authorizes Mark C. Miller, Richard T. Kogler and Frank J.M. ten Brink, or any one of them, with full power of substitution and resubstitution, to sign in his name and to file any amendments (including post-effective amendments) to this Registration Statement) and all related documents necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, in connection with the registration of the securities which are the subject of this Registration Statement, which amendments may make such changes in this Registration Statement (as it may be so amended) as Mark C. Miller, Richard T. Kogler and Frank J.M. ten Brink, or any one of them, may deem appropriate, and to do and perform all other related acts and things necessary to be done. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. NAME TITLE DATE /s/ JACK W. SCHULER Chairman of the Board of - --------------------------- Directors August 1, 2001 Jack W. Schuler /s/ MARK C. MILLER President, Chief Executive - --------------------------- Officer and a Director Mark C. Miller (Principal Executive Officer August 1, 2001 /s/ FRANK J.M. TEN BRINK Chief Financial Officer - --------------------------- (Principal Finance and Frank J.M. ten Brink Accounting Officer) August 1, 2001 -5- 6 /s/ JOHN P. CONNAUGHTON Director - ---------------------------- John P. Connaughton August 1, 2001 /s/ ROD F. DAMMEYER Director - ---------------------------- Rod F. Dammeyer August 1, 2001 /s/ PATRICK F. GRAHAM Director - ---------------------------- Patrick F. Graham August 1, 2001 /s/ JOHN PATIENCE Director - ---------------------------- John Patience August 1, 2001 /s/ THOMAS R. REUSCHE Director - ---------------------------- Thomas R. Reusche August 1, 2001 /s/ PETER VARDY Director - ---------------------------- Peter Vardy August 1, 2001 /s/ L. JOHN WILKERSON, PH.D. Director - ---------------------------- L. John Wilkerson, Ph.D. August 1, 2001 -6- EX-4.1 3 c63924ex4-1.txt EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.1 STERICYCLE, INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 PURPOSE The purpose of this plan is to encourage employees of Stericycle, Inc. (the "Company") to continue in their employment, and to participate in the Company's future, by allowing them to purchase shares of the Company's common stock at a price below the market price of the stock. This plan is intended to be an employee stock purchase plan under Section 423 of the Internal Revenue Code. ARTICLE 2 DEFINITIONS ACCOUNT means the bookkeeping account established for each Participant. BOARD means the Company's Board of Directors. CARRIED OVER CASH is defined in Paragraph 6.5. CLOSING PRICE means the last reported sales price of a share of Common Stock on the Nasdaq National Market. COMMON STOCK means the Company's Common Stock, par value $.01 per share. COMPANY means Stericycle, Inc., a Delaware corporation. COMPENSATION means gross salary or wages. ELIGIBLE EMPLOYEE means, in respect of an Offering, (i) a full-time Employee who has completed one year's employment as of the First Day of the Offering or (ii) a part-time Employee who customarily works more than 20 hours per week and who has completed one year's employment as of the First Day of the Offering. EMPLOYEE means an employee of the Company or a Subsidiary. References to "employment" are to employment by the Company or a Subsidiary. FIRST DAY means, in respect of an Offering, the first regular business day during the Offering. HARDSHIP means, in respect of a Participant, a financial hardship by reason of (i) medical expenses incurred or needed for the treatment of the Participant or any dependent or family 2 member; or (ii) the purchase of a new principal residence. The Plan Administrator's determination regarding the existence of a Hardship for purposes of this Plan shall be final and binding on the Participant. INTERNAL REVENUE CODE means the Internal Revenue Code of 1986, as amended, and as it may be amended in the future. LAST DAY means, in respect of an Offering, the last regular business day during the Offering. MINIMUM HOLDING PERIOD means, in respect of any Option Shares acquired by a Participant in an Offering, the minimum period that the shares must remain credited to the Participant's Account. Unless the Plan Administrator specifies a different period prior to the first day of an Offering, the Minimum Holding Period shall begin on the Last Day of the Offering and end on the second anniversary of the First Day of the Offering. OFFICER means (i) the Company's President and Chief Executive Officer, Chief Operating Officer, Chief Technical Officer or Chief Financial Officer (ii) any Executive Vice President and (iii) any other person who is considered an "officer" of the Company for purposes of Rule 16a-1(f) under the Securities Exchange Act of 1934. OFFERING means an offering of Common Stock pursuant to Options granted under this Plan. OPTION means the right of a Participant to purchase shares of Common Stock in an Offering. OPTION GRANT DATE means the First Day of an Offering. OPTION EXPIRATION DATE means the Last Day of an Offering. OPTION PRICE means, in respect of an Option, the price per share at which shares of Common Stock may be purchased pursuant to the exercise of the Option. OPTION SHARES means the shares of Common Stock issued upon the exercise of an Option. PARTICIPANT means an Eligible Employee who elects to participate in an Offering. PLAN means this plan, as it may be amended. The name of this Plan is the "Stericycle, Inc. Employee Stock Purchase Plan." PLAN ADMINISTRATOR means the Board or the committee of the Board or the administrative committee of Officers of the Company to which the Board has delegated its authority to administer the Plan in accordance with Paragraph 5.1 3 SUBSIDIARY means a "subsidiary corporation" as defined in Section 424(f) of the Internal Revenue Code (with the Company as the "employer corporation"). ARTICLE 3 EFFECTIVE DATE 3.1 EFFECTIVE DATE. This Plan shall become effective as of July 1, 2001, subject to approval by the Company's stockholders. 3.2 STOCKHOLDER APPROVAL. Offerings may be made and Options may be exercised prior to stockholder approval, but no Option Shares may be distributed to a Participant prior to stockholder approval. If for any reason stockholder approval is not obtained on or before December 31, 2001: (i) all outstanding Options shall be cancelled; (ii) the Company shall refund to each Participant (without interest) all amounts then credited to his or her Account; and (iii) the Company shall refund to each Participant (without interest) the full Option Price of all Option Shares then credited to his or her Account and cancel those shares. ARTICLE 4 SHARES AVAILABLE The total number of Option Shares which may be issued under this Plan is 150,000 shares (subject to adjustment as provided in Paragraph 8.1). ARTICLE 5 PLAN ADMINISTRATION 5.1 PLAN ADMINISTRATOR. This Plan shall be administered by the Board. The Board may delegate its authority to administer the Plan (but not its power to amend, suspend or terminate this Plan) to a standing or other committee of the Board or to an administrative committee consisting of any two or more Officers. 5.2 POWERS. Subject to and not inconsistent with the provisions of the Plan, the Plan Administrator shall have the authority, in its discretion, to determine the terms, conditions, restrictions and limitations applicable to each Offering, the Options granted pursuant to the Offering, and the Option Shares issued upon the exercise of those Options. 5.3 INTERPRETATION. The Plan Administrator may interpret the Plan, adopt and revise policies, procedures and guidelines to administer the Plan, and make all determinations required for the Plan's administration. The actions of the Plan Administrator shall be final and binding. 5.4 NO DISCRIMINATION. All Eligible Employees shall have the same rights and privileges under the Plan with the exception that, as provided in Article 6, the number of shares of Common Stock which may be purchased under Options granted in any Offering may bear a uniform relationship to compensation. All policies, procedures and determinations in the administration of the Plan shall be uniformly and consistently applied to all persons in similar circumstances. 4 ARTICLE 6 OFFERINGS 6.1 OFFERINGS. Unless the Plan Administrator specifies otherwise (by providing for Offerings of a different frequency or length, or by cancelling any Offering prior to the First Day of the Offering), there shall be two Offerings each calendar year (except 2001, when there shall be only one offering beginning on July 1, 2001). The first Offering shall be begin on January 1 and end on the following June 30 of each year, and the second Offering shall begin on July 1 and end on the following December 31. 6.2 OPTION GRANT. Each Eligible Employee as of the First Day of any Offering who has elected to participate in the Offering shall be granted an Option as of the First Day of the Offering pursuant to the terms of the Offering. The Option shall be for a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (A) the aggregate Compensation to be withheld and credited to the Participant's Account during the Offering plus (B) Carried Over Cash by (ii) the Option Price (as determined in accordance with Paragraph 6.5). 6.3 PARTICIPATION. Each Eligible Employee (and each other Employee who will become and in fact becomes an Eligible Employee as of the First Day of the Offering) may participate in any Offering by completing an enrollment agreement in the manner and within the time prior to the First Day of the Offering that the Plan Administrator specifies. 6.4 PAYROLL DEDUCTIONS. A Participant's enrollment agreement shall specify the percentage of his or her Compensation during the Offering that the Participant elects to have withheld and credited to his or her Account for purposes of exercising the Participant's Option. The Participant may specify any whole percentage of his or her Compensation not exceeding $5,000 during any Offering Period (appropriately increased or reduced in the case of any Offering Period longer or shorter than six months). Payroll deductions shall begin with the first regular payroll period ending on or after the First Day of the Offering and end with the last regular payroll period ending on or before the Last Day (or, if earlier, upon the termination of the Participant's employment). 6.5 OPTION PRICE. The Option Price shall be the lower of: (a) 85% of the Closing Price of a share of Common Stock on the First Day of the Offering (or on the first trading day following the First Day if it is not a trading day); or (b) 85% of the Closing Price of a share of Common Stock on the Last Day of the Offering (or on the last trading day preceding the Last Day if it is not a trading day). 6.6 OPTION EXERCISE. Each Participant in an Offering shall be considered to have exercised his or her Option on the Last Day of the Offering so as to purchase the maximum whole number of Option Shares. The Option Shares issuable upon the Participant's exercise shall be credited to his or her Account as of the Last Day and considered to be issued and outstanding shares. Fractional shares shall not be issued, and any amounts remaining credited to a Participant's Account after the Participant's exercise of his or her Option ("Carrried Over Cash") 5 shall be carried over to the next Offering. No interest shall accrue on any Carried Over Cash. 6.7 NONTRANSFERABILITY OF OPTIONS. No Participant in an Offering may sell, pledge, transfer or otherwise dispose of his or her Option under any circumstances. 6.8 CANCELLATION OF OPTIONS. In the event that the employment of a Participant in an Offering terminates prior to the Last Day of the Offering for any reason (whether as a result of his or her resignation, death or otherwise), the Participant's Option shall be cancelled as of the date of the Participant's termination of employment. All amounts credited to a Participant's Account as of his or her termination shall be refunded without interest no later than 30 days after the Participant's termination. 6.9 OPTION SHARES. A Participant shall possess all of the rights and privileges of a stockholder with respect to the Option Shares credited to his or her Account with the exception that, until the expiration of the Minimum Holding Period for the Option Shares: (a) the Option Shares shall remain credited to the Participant's Account and the Participant shall not be entitled to a stock certificate or certificates representing the shares; and (b) the Participant may not sell, pledge, transfer or otherwise dispose of any of the Option Shares (other than by will or the laws of intestacy). 6. 8 ACCOUNT BALANCES. No interest shall accrue on any amounts credited to a Participant's Account. After the close of each Offering, a report shall be sent to each Participant stating the entries made to his or her Account, the number of Option Shares purchased, the applicable Option Price and any Carried Over Cash. 6.9 CONTINUING PARTICIPATION. A Participant's enrollment agreement pursuant to Paragraph 6.3 shall remain in effect indefinitely (for both the Offering in respect of which it was initially filed and all subsequent Offerings) unless: (a) the Participant changes the percentage of Compensation that he or she elects to have withheld, with effect for the next Offering and all subsequent Offerings, in the manner and within the time prior to the First Day of the next Offering that the Plan Administrator specifies; or (b) the Participant ceases to participate in the current Offering by making a cash withdrawal pursuant to Paragraph 7.1. 6.9 LIMITATIONS. Notwithstanding any other provision of this Plan: (a) No Option shall be granted to any Eligible Employee that would permit his or her rights to purchase shares of Common Stock under this Plan and all other employee stock purchase plans of the Company or any Subsidiary to accrue at a rate exceeding $25,000 of the fair market value of such shares (determined at the time that the Option is 6 granted) during any calendar year in which the Option is outstanding. Any Option granted under this Plan shall be deemed to be modified to the extent necessary in order to satisfy the requirements of this Paragraph 6.9(a) and Section 423(b)(8) of the Internal Revenue Code. (b) No Option shall be granted to any Eligible Employee if, immediately after the Option is granted, he or she would own (or would be deemed to own, applying the rules of Section 423(b)(3) of the Internal Revenue Code) stock possessing 5% or more of the voting power or value of all classes of stock of the Company or any Subsidiary. ARTICLE 7 PARTICIPANT WITHDRAWALS 7.1 REVOCATION. Except for a Participant who is an Officer, a Participant may cease participation in an Offering at any time prior to the Last Day of the Offering and withdraw all amounts credited to his or her Account (including any Carried Over Cash). The Participant's withdrawal shall serve to cancel the Participant's Option and terminate his or her participation in the Offering and all subsequent Offerings (subject, in the case of a subsequent Offering, to participation by re-enrollment pursuant to Paragraph 6.3). Partial cash withdrawals shall not be permitted. Cash withdrawal requests shall be made in the manner and within the time prior to the Last Day of the Offering that the Plan Administrator specifies. 7.2 TRANSFER REQUESTS. Once each calendar year (or more frequently as the Plan Administrator may allow) a Participant may request the Plan Administrator to transfer to the Participant or the Participant's control of all or any portion of the Option Shares then credited to his or her Account for at least the applicable Minimum Holding Period. The Plan Administrator, in its discretion, may permit a Participant's withdrawal of the Participant's Option Shares prior to the expiration of the applicable Minimum Holding Period upon the Participant's demonstration of a Hardship to the Plan Administrator's satisfaction. All certificates that may be issued to Participants (for example, Participants who are affiliates) shall bear any restrictive endorsements that the Company considers necessary to comply with applicable federal and state securities laws. 7.3 TERMINATION OF EMPLOYMENT. Upon the termination of a Participant's employment for any reason, the Plan Administrator shall transfer to the Participant or the Participant's contol all of the Option Shares then credited to his or her Account for at least the applicable Minimum Holding Period. The Plan Administrator shall transfer to the Participant or the Participant's control any remaining Option Shares then credited to the Participant's Account upon the expiration of the applicable Minimum Holding Period. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 CAPITALIZATION ADJUSTMENTS. The aggregate number of shares of Common Stock for which Options may be granted under the Plan, the aggregate number of Option Shares in respect of each outstanding Option, and the exercise price of each outstanding Option may be 7 adjusted by the Plan Administrator as it considers appropriate in the event of changes in the number of outstanding shares of Common Stock by reason of stock dividends, stock splits, recapitalizations, reorganizations and the like. Adjustments under this Paragraph 8.1 shall be made in the Plan Administrator's discretion, and its decisions shall be final and binding. 8.2 AMENDMENT AND TERMINATION. The Board may amend, suspend or terminate this Plan at any time. The Company's stockholders shall be required to approve any amendment which would increase the number of Option Shares which may be granted under this Plan. If this Plan is terminated, the provisions of this Plan shall continue to apply to Options granted and Option Shares issued prior to termination, and no amendment, suspension or termination of the Plan shall adversely affect the rights of the holder of any outstanding Option without his or her consent. 8.3 NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any Offering shall confer on any person the right to continue in the employ of the Company or a Subsidiary or limit the right of the Company or the Subsidiary to terminate his or her employment. 8.4 NOTICES. Notices required or permitted under this Plan shall be considered to have been duly given if sent by certified or registered mail addressed to the Plan Administrator at the Company's principal office or to any other person at his or her address as it appears on the Company's payroll or other records. 8.5 SEVERABILITY. If any provision of this Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions, and the Plan shall be construed and administered as if the illegal or invalid provision had not been included. 8.6 GOVERNING LAW. This Plan shall be governed in accordance with the laws of the State of Illinois. EX-5.1 4 c63924ex5-1.txt OPINION OF JOHNSON AND COLMAR 1 EXHIBIT 5.1 [Letterhead] July 31, 2001 Board of Directors Stericycle, Inc. 28161 North Keith Drive Deerfield, Illinois 60045 Re: Registration Statement on Form S-8-- Employee Stock Purchase Plan Gentlemen: We have acted as counsel to Stericycle, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 150,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), to be issued upon the exercise of options granted or to be granted under the Stericycle, Inc. Employee stock Purchase Plan (the "Plan"). As such counsel, we have examined the Registration Statement, the Company's amended and restated certificate of incorporation and amended and restated by-laws, each as amended to date, minutes of meetings and records of proceedings of the Company's Board of Directors and stockholders, and such other matters of fact and questions of law as we have considered necessary to form the basis of our opinion. In the course of this examination, we have assumed the genuineness of all signatures, the authenticity of all documents and certificates submitted to us as originals by representatives of the Company, public officials and third parties, and the conformity to and authenticity of the originals of all documents and certificates submitted to us as copies. On the basis of our examination, we are of the opinion that the Company has duly authorized and reserved the Shares for issuance upon the exercise of options granted or to be granted under the Plan, and that when issued upon the exercise and in accordance with the terms of options granted or to be granted under the Plan (including, but not limited to, the terms of payment of the option price), the Shares will be will be validly issued, fully paid and nonassessable. We consent to the use of our opinion as an exhibit to the Registration Statement. Very truly yours, /s/ JOHNSON AND COLMAR JOHNSON AND COLMAR EX-23.1 5 c63924ex23-1.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8, pertaining to the Stericycle, Inc. Employee Stock Purchase Plan, of our report dated February 23, 2001, with respect to the consolidated financial statements and schedule of Stericycle, Inc. and Subsidiaries included in its Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois July 31, 2001 -----END PRIVACY-ENHANCED MESSAGE-----