0000950137-01-504311.txt : 20011128 0000950137-01-504311.hdr.sgml : 20011128 ACCESSION NUMBER: 0000950137-01-504311 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011107 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-68622 FILM NUMBER: 1776487 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 POS AM 1 c64701p1posam.txt POST-EFFECTIVE AMENDMENT #1 TO REGISTRATION STMT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2001 REGISTRATION NO. 333-68622 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 300 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. [ ] 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. EXPLANATORY NOTE This Amendment is being filed solely to correct the signature of the undersigned Registrant. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on November 6, 2001. STERICYCLE, 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)
--------------- * Previously filed EX-23.1 3 c64701p1ex23-1.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 4 c64701p1ex23-2.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