0000950137-01-504309.txt : 20011128
0000950137-01-504309.hdr.sgml : 20011128
ACCESSION NUMBER: 0000950137-01-504309
CONFORMED SUBMISSION TYPE: S-3MEF
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20011106
EFFECTIVENESS DATE: 20011106
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-3MEF
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-72870
FILM NUMBER: 1776475
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-3MEF
1
c64701ms-3mef.txt
REGISTRATION STATEMENT-ADDITIONAL SECURITIES
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 2001
REGISTRATION NO. 333-68622
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-3
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 of (I.R.S. employer
incorporation or organization) Identification No.)
28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045
(847) 367-5910
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------------
MARK C. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STERICYCLE, INC.
28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045
(847) 367-5910
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
With Copies to:
CRAIG P. COLMAR ALLISON R. SCHNEIROV
MICHAEL BONN SKADDEN, ARPS, SLATE,
JOHNSON AND COLMAR MEAGHER & FLOM LLP
3000 SOUTH WACKER DRIVE, SUITE 1000, FOUR TIMES SQUARE
CHICAGO, ILLINOIS 60606 NEW YORK, NY 10036-6572
(312) 922-1980 (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-68622
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.01 par value..... 28,750 $51.50 $1,480,625 $370.16
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(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457 of the Securities Act of 1933.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"). The information in
the Registration Statement (File No. 333-68622) filed by Stericycle, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act is incorporated by reference into this
Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the undersigned
Registrant certifies as follows:
(i) the Registrant has instructed its bank to transmit to the Commission
the applicable filing fee by a wire transfer of such amount from the account
of the Registrant to the Commission's account at Mellon Bank as soon as
practicable but no later than the close of the next business day following
the filing of this Registration Statement pursuant to Rule 462(b);
(ii) the Registrant will not revoke such instructions; and
(iii) the Registrant has sufficient funds in such account to cover the
amount of such filing fee.
The Registrant further undertakes that, if such instructions have been sent
after the close of business of such bank, the Registrant will confirm receipt of
such instructions by such bank during regular business hours on the following
business day.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois, on November 6, 2001.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ MARK C. MILLER
------------------------------------
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board Of November 6, 2001
----------------------------------------------------- Directors
Jack W. Schuler
/s/ MARK C. MILLER President, Chief Executive November 6, 2001
----------------------------------------------------- Officer and a Director
Mark C. Miller (Principal Executive
Officer)
* Chief Financial Officer November 6, 2001
----------------------------------------------------- (Principal Finance and
Frank J.M. ten Brink Accounting Officer)
* Director November 6, 2001
-----------------------------------------------------
John P. Connaughton
* Director November 6, 2001
-----------------------------------------------------
Rod F. Dammeyer
* Director November 6, 2001
-----------------------------------------------------
Patrick F. Graham
* Director November 6, 2001
-----------------------------------------------------
John Patience
* Director November 6, 2001
-----------------------------------------------------
Thomas R. Reusche
* Director November 6, 2001
-----------------------------------------------------
Peter Vardy
* Director November 6, 2001
-----------------------------------------------------
L. John Wilkerson, Ph.D
*By /s/ MARK C. MILLER
------------------------------------------------
Mark C. Miller
Attorney-in-fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
5.1 -- Opinion of Johnson and Colmar LLP
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Johnson and Colmar (filed as part of Exhibit
5.1)
EX-5.1
3
c64701mex5-1.txt
OPINION OF JOHNSON AND COLMAR LLP
EXHIBIT 5.1
November 6, 2001
Board of Directors
Stericycle, Inc.
28161 North Keith Drive
Lake Forest, Illinois 60045
Re: Registration Statement on Form S-3
Filed Pursuant to Rule 462(b)
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-3 pursuant to Rule 462(b) (the "Registration
Statement") for the registration (Registration No. 333-68622) under the
Securities Act of 1933, as amended, of an additional 28,750 shares of the
Company's common stock, par value $.01 per share (the "Shares").
As such counsel, we have examined the Registration Statement (including the
prospectus which is part of the registration statement incorporated by reference
in the Registration Statement), the Company's certificate of incorporation and
bylaws, 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 the issuance of the Shares and that, when issued and delivered
to the Underwriters against payment in accordance with the Underwriting
Agreement dated as of November 6, 2001, entered into by the Company and Credit
Suisse First Boston Corporation, UBS Warburg LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Bear Stearns & Co. Inc., William Blair & Company, L.L.C.,
as
Board of Directors, Inc.
November 6, 2001
Page 2
representatives of the several Underwriters named in Schedule B to the
Underwriting Agreement, the Shares 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
4
c64701mex23-1.txt
CONSENT OF ERNST & YOUNG LLP
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-3) of our report dated February 23, 2001 with respect to the consolidated
financial statements and schedule of Stericycle, Inc. and Subsidiaries included
in the Registration Statement (Form S-3, Filing No. 333-68622) incorporated by
reference in this Registration Statement.
/s/ Ernst & Young LLP
Chicago, Illinois
November 2, 2001
EX-23.2
5
c64701mex23-2.txt
CONSENT OF ARTHUR ANDERSEN LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on the statements of
directly identifiable assets and liabilities of the Medical Waste Business of
Browning-Ferris Industries, Inc. (BFI Medical Waste) and the related statements
of revenues and direct expenses of BFI Medical Waste dated July 30, 1999,
included in Stericycle, Inc.'s Form 8-K/A dated December 29, 1999, and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
November 6, 2001