-----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, DETsDTzfg4RZlGKZ0c/vSW4ZzxCXLwyJmwfYQ128MDJMlOKKd/1m0F7t2GVtNpyn Yk14OXNMf5j9CVCY5GWH0Q== 0000950137-04-003956.txt : 20040512 0000950137-04-003956.hdr.sgml : 20040512 20040512140418 ACCESSION NUMBER: 0000950137-04-003956 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040512 EFFECTIVENESS DATE: 20040512 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: 333-115410 FILM NUMBER: 04798747 BUSINESS ADDRESS: STREET 1: 28161 NORTH KEITH DRIVE STREET 2: - CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 8473675910 MAIL ADDRESS: STREET 1: 28161 NORTH KEITH DRIVE STREET 2: - CITY: LAKE FOREST STATE: IL ZIP: 60045 S-8 1 c85475sv8.txt REGISTRATION STATEMENT 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. 2000 NONSTATUTORY STOCK OPTION 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, 1,000,000 shs. $47.07 $47,070,000.00 $5,963.77 par value $.01 per share
(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 Tuesday, May 11, 2004 of a share of the registrant's common stock on the NASDAQ National Market. This Registration Statement covers an additional 1,000,000 shares of the registrant's common stock, par value $.01 per share, issuable under options granted or to be granted under the Stericycle, Inc. 2000 Nonstatutory Stock Option Plan. These shares became issuable under the plan by reason of a 2-for-1 stock split on May 31, 2002. The 1,000,000 shares of the registrant's common stock in respect of which these additional 1,000,000 were issued by reason of the 2-for-1 stock split are covered by a Registration Statement on Form S-8 that the registrant filed on December 20, 2002 (Registration No. 333-102097). The initial 750,000 shares of the registrant's common stock issuable under options granted or to be granted under the plan (subsequently increased to 1,500,000 shares by reason of the 2-for-1 stock split) are covered by a Registration Statement on Form S-8 that the registrant filed on February 7, 2001 (Registration No. 333-55156). 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, 2003; (b) the registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2004; -1- (c) the registrant's current reports on Form 8-K filed with the Commission on February 10 and April 28, 2004; and (d) the description of the registrant's common stock, par value $.01 per share, contained 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 the filing of this Registration Statement but prior to the filing of a post-effective amendment which (i) indicates that all of the shares of the registrant's common stock covered by this Registration Statement (the "shares") 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 in 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 the filing of this Registration Statement which is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes the earlier statement. The earlier statement shall be deemed to be incorporated in 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, who serve as the registrant's outside general counsel. Partners of Johnson and Colmar beneficially own or have voting or investment power over 3,588 shares of the registrant's common stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS In response to this item, the registrant incorporates by reference in 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. -2- ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED This item is not applicable. ITEM 8. EXHIBITS 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 ) 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 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 -3- 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 pursuant to the Delaware General Corporation Law or the registrant's certificate of incorporation, 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- 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 City of Lake Forest, State of Illinois, on May 12, 2004. 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 - -------------------------------------------- May 12, 2004 Jack W. Schuler /s/ MARK C. MILLER President, Chief Executive Officer and - -------------------------------------------- a Director (Principal Executive Officer) May 12, 2004 Mark C. Miller /s/ FRANK J.M. TEN BRINK Chief Financial Officer (Principal - -------------------------------------------- Finance and Accounting Officer) May 12, 2004 Frank J.M. ten Brink
-5- /s/ JOHN P. CONNAUGHTON Director - -------------------------------------------- May 12, 2004 John P. Connaughton /s/ ROD F. DAMMEYER Director - -------------------------------------------- May 12, 2004 Rod F. Dammeyer /s/ PATRICK F. GRAHAM Director - -------------------------------------------- May 12, 2004 Patrick F. Graham /s/ JOHN PATIENCE Director - -------------------------------------------- May 12, 2004 John Patience /s/ THOMAS R. REUSCHE Director - -------------------------------------------- May 12, 2004 Thomas R. Reusche /s/ PETER VARDY Director - -------------------------------------------- May 12, 2004 Peter Vardy /s/ L. JOHN WILKERSON, PH.D. Director - -------------------------------------------- May 12, 2004 L. John Wilkerson, Ph.D.
-6- EX-5.1 2 c85475exv5w1.txt OPINION OF JOHNSON AND COLMAR EXHIBIT 5.1 [Letterhead] May 11, 2004 Board of Directors Stericycle, Inc. 28161 North Keith Drive Deerfield, Illinois 60045 Re: Registration Statement on Form S-8 -- 2000 Nonstatutory Stock Option 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 an additional 1,000,000 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. 2000 Nonstatutory Stock Option Plan, as amended (as amended, the "Plan"). As such counsel, we have examined the Registration Statement, the Company's certificate of incorporation and 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 3 c85475exv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8, pertaining to the Stericycle, Inc. 2000 Nonstatutory Stock Option Plan, of our report dated February 9, 2004, with respect to the consolidated financial statements and schedule of Stericycle, Inc. and Subsidiaries for the year ended December 31, 2003, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Chicago, Illinois May 10, 2004 -----END PRIVACY-ENHANCED MESSAGE-----