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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2005 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[X] Form 10-Q [ ] Form N-SAR | response..2.50 |
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For Period Ended: September 30, 2003 +------------------+
------------------------------------ | SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 0-18102 |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| 577 140 106 |
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For the Transition Period Ended: N/A
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| Read Instruction (on back page) Before Preparing Form. Please Print or Type |
| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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PART I - REGISTRANT INFORMATION
Clean Harbors, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
1501 Washington Street
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Address of Principal Executive Office (Street and Number)
Braintree, MA 02184-7535
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(X) (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(X) (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
As disclosed in previous filings with the Securities and Exchange
Commission, Clean Harbors, Inc. (the "Company") purchased on September 10, 2002
(but effective as of September 7, 2002), the assets of the Chemical Services
Division of Safety-Kleen Corp. (the "CSD"). Generally accepted accounting
principles provides for an allocation period within which pre-acquisition
contingencies should be valued and included in the allocation of the purchase
price based on fair value. The one-year allocation period fell within the
quarter ended September 30, 2003. The Company experienced delays in finalizing
the purchase accounting relating to these pre-acquisition contingencies.
These delays have made it impracticable for the Company to file by
November 14, 2003 its quarterly report on Form 10-Q for the third quarter of
2003. The Company anticipates filing such report on November 17, 2003.
(Attach Extra Sheets if Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Mark S. Burgess (781) 849-1800 ext. 4468
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As described in the Company's Press Release dated November 14, 2003 furnished as
part of the Form 8-K filed with the Securities and Exchange Commission on
November 14, 2003:
Revenues for the three months ended September 30, 2003 increased by $67.7
million to $151.1 million from $83.4 million for the comparative period in 2002.
The Company reported net income for the three months ended September 30, 2003 of
$7.4 million compared to a loss of $33.4 million for the same period of the
prior year. Net income for the three months ended September 30, 2003 contains a
non-operating gain on the embedded derivative of $8.7 million. The loss for the
same period of the prior year contains expenses relating to the acquisition of
the CSD that total $30.1 million and consist of expenses due to the early
extinguishment of debt of $24.7 million, other acquisition costs of $4.7 million
and restructuring and impairment of $0.7 million.
Revenues for the nine months ended September 30, 2003 increased by $268.6
million to $465.4 million from $196.8 million for the comparative period in
2002. The Company reported a net loss for the nine months ended September 30,
2003 of $6.6 million compared to a net loss of $33.1 million for the same period
of the prior year. Net loss for the nine months ended September 30, 2003 was
reduced by a non-operating gain on the embedded derivative of $9.2 million. The
loss for the same period of the prior year contains expenses relating to the
acquisition of the CSD that total $30.1 million and consist of expenses due to
the early extinguishment of debt of $24.7 million, other acquisition costs of
$4.7 million and restructuring and impairment of $0.7 million.
The Company does not expect to report any changes to previously released results
when it files its Form 10-Q for the periods ended September 30, 2003.
Clean Harbors, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 17, 2003 By: /s/ Mark S. Burgess
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Executive Vice President and Chief
Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
((S)232.13(b) of this chapter).