SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
SCHERER HEALTHCARE, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
806530101
(CUSIP Number)
Mr. Mark C. Miller
President and Chief Executive Officer
Stericycle, Inc.
28161 North Keith Drive
Lake Forest, Illinois 60045
(847) 367-5190
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications)
October 19, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
CUSIP NO. 806530101
(1) Name of reporting person Stericycle, Inc.
I.R.S. identification nos. of above persons 36-3640402
(2) Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
(3) SEC use only
(4) Source of funds Not applicable
(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or place or organization Delaware
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power 0
(8) Shared voting power 2,621,170
(9) Sole dispositive power 0
(10) Shared dispositive power 0
(11) Aggregate amount beneficially owned by each reporting person See Item 5
(12) Check if the aggregate amount in Row (11) excludes certain shares [ ]
(13) Percent of class represented by amount in Row (11) 59.7%
(14) Type of reporting person CO
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$.01 per share, of Scherer Healthcare, Inc., a Delaware corporation ("Scherer
Healthcare"). The principal executive offices of Scherer Healthcare are located
at 120 Interstate North parkway, S.E., Suite 305, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND
The current address of Stericycle's principal office is 21861 North
Keith Drive, Lake Forest, Illinois 60045.
Schedule A to this Amendment lists the name and business address of
each of Stericycle's current executive officers and directors.
During the last five years, neither Stericycle, nor to the knowledge of
Stericycle, any of the persons listed on Schedule A (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As an inducement for Stericycle to enter into the Agreement and Plan of
Merger, dated as of October 15, 2002, entered into by Stericycle, Sharps
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
Stericycle ("MergerSub") and Scherer Healthcare, a copy of which is filed as
Exhibit 1 hereto and described in Item 4 (the "Merger Agreement"), and in
consideration thereof, Robert P. Scherer, Jr. ("Stockholder") entered into a
Voting Agreement, a copy of which is filed as Exhibit 2 hereto (the "Voting
Agreement"). Stericycle did not pay additional consideration to Stockholder in
connection with the execution and delivery of the Voting Agreement.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) Pursuant to the Merger Agreement, and upon the terms and
subject to the conditions set forth therein (including approval by stockholders
of Scherer Healthcare), MergerSub will merge with and into Scherer Healthcare,
Scherer Healthcare will become a wholly-owned subsidiary of Stericycle and the
separate corporate existence of MergerSub shall cease (such events constituting
the "Merger"). Scherer Healthcare shall be the corporation surviving the Merger,
and shall succeed to and assume all of the rights and obligations of MergerSub
in accordance with the General Corporation Law of the State of Delaware, as
amended.
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As a result of the Merger, each share of Scherer Healthcare common
stock (other than shares held by stockholders who properly dissent from the
merger) will be converted into the right to receive $8.57 in cash and each share
of Scherer Healthcare series A cumulative convertible preferred stock (other
than shares held by stockholders who properly dissent from the merger) will be
converted into the right to receive $100.00 in cash. In connection with the
merger, Scherer Healthcare outstanding common stock options will be canceled,
and each canceled option thereafter will represent the right to receive, at the
Effective Time, cash equal to the product of (a) the number of shares of Scherer
Healthcare common stock issuable upon exercise of the option multiplied by (b)
the amount by which $8.57 exceeds the exercise price per share payable under the
option.
Stockholder directly owns 493,983 shares of Scherer Healthcare common
stock (the "Direct Shares"), and is the sole stockholder, director and officer
of RPS Investments, Inc. ("Holding Company"), which owns 1,224,235.5 shares of
Scherer Healthcare common stock (the "Indirect Shares"). In addition,
Stockholder is the sole trustee of a voting trust, which owns 562,739.5 shares
of Scherer Healthcare common stock (the "Voting Trust Shares"). Stockholder is
also a co-trustee, with shared voting power, of a trust (the "Irrevocable
Trust"), which owns 340,212 shares of Company Common Stock (the "Irrevocable
Trust Shares").
By executing the Voting Agreement, Stockholder has agreed to (i) vote
all of the Direct Shares, Indirect Shares and Voting Trust Shares in favor of
the Merger Agreement and the Merger at the stockholders meeting called to vote
upon such matters (the "Stockholder Meeting") and at any adjournment of the
Stockholders Meeting and (ii) subject in all cases to any fiduciary or similar
duties, obligations or laws relating to Stockholder's status as a trustee,
recommend voting in favor of the Merger Agreement and the Merger in
deliberations with his co-trustee regarding the manner in which the Irrevocable
Trust Shares are to be voted, with a view to causing the Irrevocable Trust
Shares to be voted in favor of the Merger Agreement and the Merger at the
Stockholders Meeting and at any adjournment of the Stockholders Meeting. As part
of the Voting Agreement, the Stockholder granted an irrevocable proxy to certain
officers of Stericycle with respect to the voting of the Direct Shares, Indirect
Shares and Voting Trust Shares and, subject in all cases to any fiduciary or
similar duties, obligations or laws relating to Stockholder's status as a
trustee, the Irrevocable Trust Shares. The purpose of the transactions under the
Voting Agreement is to enable Stericycle and Scherer Healthcare to consummate
the transactions contemplated under the Merger Agreement.
(c) Not applicable
(d) At the Effective Time, the resignations of each of the directors
and officers of Scherer Healthcare shall be accepted and three of Stericycle's
executive officers will be elected as the directors of the surviving
corporation. The newly elected board of directors of the surviving corporation
will appoint officers of the combined company.
(e) At the Effective Time, the articles of incorporation of the
surviving corporation shall be amended in accordance with the Merger Agreement.
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(f) Not applicable
(g) Not applicable
(h-i) As a result of the Merger, Stericycle expects that Scherer
Healthcare will request that its shares of common stock be delisted from The
Nasdaq National Market and that Scherer Healthcare will file a Form 15
terminating registration of its common stock pursuant to the Securities Exchange
Act of 1934, as amended.
(j) Except as set forth above or in Item 5, Stericycle currently does
not have any plans or proposals concerning Scherer Healthcare with respect to
the matters set forth in subparagraphs (a) though (i) of Item 4 of this
Statement.
References to, and descriptions of the Merger, the Merger Agreement and
the Voting Agreement as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreement
included as Exhibits 1 and 2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Voting Agreement, Stericycle has sole
voting power to vote the Direct Shares, Indirect Shares and Voting Trust Shares
and, subject in all cases to any fiduciary or similar duties, obligations or
laws relating to Stockholder's status as a trustee, the Irrevocable Trust Shares
with respect to those matters described above. Stericycle may be deemed to be
the beneficial owner of 2,621,170 shares of Scherer Healthcare common stock, as
a result of its shared voting power with direct or beneficial owners. Such
shares constitute approximately 59.7% of the shares of Scherer Healthcare common
stock entitled to vote at the stockholder meeting. Stericycle is not entitled to
any other rights as a stockholder of Scherer Healthcare, including any sole or
shared power to dispose or direct disposition, and disclaims any beneficial
ownership as to the Direct Shares, Indirect Shares, Voting Trust Shares and
Irrevocable Trust Shares.
To the knowledge of Stericycle, no person listed on Schedule A hereto
has any direct equity or other ownership interest in Scherer Healthcare.
(c) As described in Items 3 and 4 of this Statement, Stericycle
entered into the Merger Agreement and the Voting Agreement on October 19, 2002
(d) To the knowledge of Stericycle, no person, other than Stockholder
(or Stockholder, as Trustee pursuant to those agreements governing the trusts of
which the Voting Trust Shares and the Irrevocable Trust Shares are subject, as
the case may be) has the right to receive or the power to direct the receipt of
dividend from, or the proceeds from the sale of, the securities of Scherer
Healthcare deemed to be beneficially owned by Stericycle.
(e) Not applicable
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ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the Voting Agreement, to the
knowledge of Stericycle, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and Schedule A and between such
persons and any other person with respect to any securities of Scherer
Healthcare, including, but not limited to, transfer of or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Agreement and Plan of Merger, dated as of October 15, 2002,
entered into by Stericycle, Inc., Sharps Acquisition Corporation
and Scherer Healthcare, Inc.
Exhibit 99.2 Voting Agreement, dated as of October 15, 2002, entered into by
Stericycle, Inc., Sharps Acquisition Corporation and Robert P.
Scherer, Jr.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: December 19, 2002.
STERICYCLE, INC.
By /s/ Mark C. Miller
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Mark C. Miller
President and Chief Executive Officer
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SCHEDULE A
EXECUTIVE OFFICERS OF STERICYCLE, INC.(1)
Name Title
Mark C. Miller President and Chief Executive
Officer
Richard T. Kogler Executive Vice President and Chief
Operating Officer
Frank J.M. ten Brink Executive Vice President and Chief
Financial Officer
Anthony J. Tomasello Executive Vice President and Chief
Technical Officer
(1) All executive officers are United States citizens.
DIRECTORS OF STERICYCLE, INC.(1)
Name Business Address
Jack W. Schuler Crabtree Partners LLC
Chairman of the Board 28161 North Keith Drive
Lake Forest, Illinois 60045
Mark C. Miller Stericycle, Inc.
President and Chief Executive 28161 North Keith Drive
Officer Lake Forest, Illinois 60045
John P. Connaughton Bain Capital, LLC
Two Copley Place
Boston, Massachusetts 02116
Rod F. Dammeyer CAC, LLC
676 North Michigan Avenue
Suite 2800
Chicago, Illinois 60611
Patrick F. Graham The Gillette Company
The Prudential Building
800 Boylston Street
Boston, Massachusetts 02199
John Patience Crabtree Partners LLC
28161 North Keith Drive
Lake Forest, Illinois 60045
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Thomas R. Reusche Madison Dearborn Partners, LLC
Three First National Plaza
Suite 3800
Chicago, Illinois 60602
Peter Vardy 161 East Chicago Avenue
Chicago, Illinois 60611
L. John Wilkerson, Ph.D. Galen Associates
610 Fifth Avenue
New York, New York 10020
(1) All directors are United States citizens.
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