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,
par value $.01 per share 1,000,000 shs. $31.375 $31,375,000.00 $2,886.50
============================== ================= ======================= ====================== ======================
(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 Friday,
December 13, 2002 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. The initial 750,000 shares of the Registrant's common stock
issuable under options granted or to be granted under the plan 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, 2001;
(b) the Registrant's quarterly reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 2002;
(c) the Registrant's current reports on Form 8-K filed with the
Commission on August 5, August 22, August 30 and October 28, 2002; 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.
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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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
This item is not applicable.
ITEM 8. EXHIBITS
4.1 Second Amendment to Stericycle, Inc. 2000 Nonstatutory Stock Option
Plan (incorporated by reference to Exhibit 10.15 to the Registrant's
annual report on Form 10-K for the fiscal year ended December 31, 2001)
4.2 Third Amendment to Stericycle, Inc. 2000 Nonstatutory Stock Option Plan
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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 6)
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
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
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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.
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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 Village of Lake Forest, State of Illinois, on December
20, 2002.
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 December 20, 2002
--------------------------------------------
Jack W. Schuler
/s/ MARK C. MILLER President, Chief Executive Officer and December 20, 2002
-------------------------------------------- a Director (Principal Executive Officer)
Mark C. Miller
/s/ FRANK J.M. TEN BRINK Chief Financial Officer (Principal December 20, 2002
-------------------------------------------- Finance and Accounting Officer)
Frank J.M. ten Brink
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/s/ JOHN P. CONNAUGHTON Director December 20, 2002
--------------------------------------------
John P. Connaughton
/s/ ROD F. DAMMEYER Director December 20, 2002
--------------------------------------------
Rod F. Dammeyer
/s/ PATRICK F. GRAHAM Director December 20, 2002
--------------------------------------------
Patrick F. Graham
/s/ JOHN PATIENCE Director December 20, 2002
--------------------------------------------
John Patience
/s/ THOMAS R. REUSCHE Director December 20, 2002
--------------------------------------------
Thomas R. Reusche
/s/ PETER VARDY Director December 20, 2002
--------------------------------------------
Peter Vardy
/s/ L. JOHN WILKERSON, PH.D. Director December 20, 2002
--------------------------------------------
L. John Wilkerson, Ph.D.
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