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): August 14, 2002


                                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)


                             28161 North Keith Drive
                           Lake Forest, Illinois 60045
                    (Address of principal executive offices)


               Registrant's telephone number, including area code:
                                 (847) 367-5910



Item 5. Other Events

     On August 14, 2002, Stericycle, Inc. (the "Company"), acting in response to
inaccurate rumors that had recently come to its attention, announced that it had
reached an agreement in principle to settle an antitrust investigation by the
Arizona Attorney General's office relating to Company's December 1997 sale and
purchase of medical waste assets in Utah and Arizona with Browning-Ferris
Industries, Inc. ("BFI") and the Company's subsequent failure to provide
treatment services to certain third-party haulers of medical waste at the
Company's treatment facilities in Arizona and Utah.

     The Company also confirmed that it is currently in settlement discussions
with the Utah Attorney General's office in connection with an antitrust
investigation related to the same issues.

     A copy of the Company's press release is filed as an exhibit to this
Report.

Item 7. Financial Statements and Exhibits

     The following exhibit is filed with this Report:

     Exhibit                         Description
     -------                         -----------
      99.1         Press Release dated August 14, 2002



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                                    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: August 22, 2002.

                                   Stericycle, Inc.

                                   By     /s/ Frank J.M. ten Brink
                                        ---------------------------------------
                                          Frank J.M. ten Brink
                                          Executive Vice President and
                                             Chief Financial Officer

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EX-99.1

                                                                    Exhibit 99.1

        Stericycle Announces Settlement with Arizona Attorney General and
                Settlement Discussions with Utah Attorney General
                       Regarding Antitrust Investigations

     .    No Material Impact on Operations or Earnings
     .    Memorandum of Understanding signed with Arizona Attorney General
     .    Settlement Discussions Ongoing with Utah Attorney General

     Lake Forest, Illinois, August 1, 2002--Stericycle, Inc. (NASDAQ:SRCL)--In
response to inaccurate rumors that have recently come to its attention,
Stericycle, Inc. (NASDAQ: SRCL), the United States' leading provider of
regulated medical waste management services, today announced that it had reached
an agreement in principle to settle an antitrust investigation by the Arizona
Attorney General's office relating to Stericycle's December 1997 sale and
purchase of medical waste assets in Utah and Arizona with Browning-Ferris
Industries, Inc. ("BFI") and Stericycle's subsequent failure to provide
treatment services to certain third-party haulers of medical waste at
Stericycle's treatment facilities in Arizona and Utah. Stericycle also confirmed
that it is currently in settlement discussions with the Utah Attorney General's
office in connection with an antitrust investigation related to the same issues.

     In the 1997 exchange with BFI, Stericycle purchased certain of BFI's
medical waste assets in Arizona and sold BFI certain of Stericycle's medical
waste assets in Utah and Colorado. In November 1999, following the acquisition
of BFI by Allied Waste Industries, Inc., Stericycle acquired BFI's entire
medical waste business in the United States, Canada and Puerto Rico (including
BFI's treatment facility and operations in Utah and its operations in Colorado).
The 1999 acquisition was reviewed under the federal Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and allowed to proceed by the U.S. Department of
Justice, which specifically reviewed the 1997 exchange of assets with BFI.

     Under a memorandum of understanding with the Arizona Attorney General's
office, Stericycle has agreed to pay a total of $320,000 in civil penalties and
attorneys' fees in quarterly installments over a three-year period, with an
initial payment of $75,000. Stericycle has also agreed to provide up to 50,000
pounds per month of incineration treatment services to third-party haulers at
Stericycle's Chandler, Arizona treatment facility for a five-year period at
commercially competitive prices. The settlement will also require Stericycle,
for a two-year period, to rebate 25% of the amounts billed and collected from
the two third-party haulers whose complaints prompted the initial investigation
by the Arizona Attorney General's office. The settlement will expressly state
that Stericycle does not admit that it has violated any Arizona or federal
antitrust laws.

     Stericycle is presently in settlement discussions with the Utah Attorney
General's office. Neither the Arizona settlement nor any settlement in Utah
resulting from ongoing discussions will become effective until the respective
parties enter into mutually acceptable consent decrees.


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     Stericycle is not aware of any antitrust investigations or proceedings in
any other jurisdictions.

     Stericycle's president and chief executive officer, Mark C. Miller, said,
"There was no anti competitive intent or effect, in Arizona, Utah or elsewhere,
to the December 1997 exchange of assets with BFI. We believe that neither the
exchange with BFI nor our failure to provide treatment services to third party
haulers violated the Arizona and Utah antitrust statutes. We have agreed to
settle the Arizona investigation on the terms described, and have pursued
settlement discussions in Utah in order to avoid the expense of vindicating our
position and to eliminate the uncertainty of outcome in the event of
litigation." Miller added, "We believe that the combined effect of the Arizona
settlement and the likely terms of a settlement in Utah will not materially
impact Stericycle's business or financial condition. We believe we have
adequately reserved for the costs and probable settlement amounts associated
with these investigations and know of no reason to revise Stericycle's earnings
guidance that we provided during our most recent conference call."

     Stericycle provides medical waste collection, transportation, treatment and
disposal services and safety and compliance programs to healthcare companies
nationwide, including hospitals, physician and dental offices, laboratories and
clinics. Medical waste includes single-use disposables such as needles,
syringes, gloves and other supplies that have been in contact with blood or
other bodily fluids, as well as blood, blood products and other items that could
harbor infectious agents.

     Safe Harbor Statement: This press release may contain forward-looking
statements that involve risks and uncertainties, some of which are beyond the
Company's control (for example, general economic conditions). The Company's
actual results could differ significantly from the results described in the
forward looking statements. Factors that could cause such differences include
difficulties in completing the integration of acquired businesses, changes in
governmental regulation of medical waste collection and treatment, and increases
in transportation and other operating costs, as well as the various other
factors identified in the Company's filings with the U.S. Securities and
Exchange Commission. As a result, past financial performance should not be
considered a reliable indicator of future performance, and investors should not
use historical trends to anticipate future results or trends. The Company makes
no commitment to disclose any subsequent revisions to forward-looking
statements.

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