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 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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
--------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value..... 28,750 $51.50 $1,480,625 $370.16 --------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------
(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. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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