UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of Report (Date of earliest event reported): May 25, 2005
AMERICAN ECOLOGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11688 95-3889638
-------- ------- ----------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
Lakepointe Centre I,
300 E. Mallard, Suite 300
Boise, Idaho 83706
(Address of principal executive -----
offices) (Zip Code)
(208) 331-8400
--------------
(Registrant's telephone number, including area code)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT
On May 25, 2005 American Ecology Corporation entered into an Amended and
Restated Credit Agreement with Wells Fargo Bank in order to, among other things,
extend the Agreement's maturity to June 15, 2007 and allow for the payment of
quarterly dividends and/or stock repurchases.
A copy of the Amended and Restated Credit Agreement is attached as Exhibit 10.50
and incorporated by reference herein.
Exhibit 10.50 Amended and Restated Credit Agreement between American
Ecology Corporation and Wells Fargo Bank Dated May 25, 2005
During its May 25 meeting, the Board also agreed to indemnify each of the
Company's Directors and Officers consistent with the form of the attached
indemnification agreement. A copy of the indemnification agreement is attached
as exhibit 10.60 and incorporated by reference herein.
Exhibit 10.60 Form of indemnification agreement between American Ecology
Corporation and each of the Company's Directors and Officers
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On May 26, 2005, the Company issued a press release entitled "AMERICAN ECOLOGY
ANNOUNCES $0.15 PER SHARE ANNUAL DIVIDEND". The press release, dated May 26,
2005, is attached as Exhibit 99 and incorporated by reference herein.
Exhibit 99 Press Release, dated May 26, 2005, entitled "AMERICAN
ECOLOGY ANNOUNCES $0.15 PER SHARE QUARTERLY DIVIDEND"
ITEM 5.02. ELECTION OF DIRECTORS
The Company held its Annual Meeting of Stockholders on May 25, 2005. On the
record date of March 28, 2005 there were 17,441,294 shares of common stock
issued and outstanding. At the Annual Meeting the Company's eight nominees for
Director were all elected to the Board, the selection of Moss Adams LLP as the
Company's independent auditor was ratified, and the 2005 Non-Employee Director
Compensation Plan was approved. The voting on the three items was as follows:
Nominee for Director For Withheld
-------------------------------------------------------- ---------- --------
Rotchford L. Barker 16,713,078 136,983
Roy C. Eliff 16,793,017 57,044
Edward F. Heil 16,679,113 170,948
Kenneth C. Leung 16,793,336 56,725
Richard Riazzi 16,801,492 48,569
Stephen A. Romano 16,789,452 60,609
Jimmy D. Ross 16,798,136 51,925
Richard T. Swope 16,771,699 78,362
Ratification of Moss Adams LLP
------------------------------
For 16,761,832
Against 22,998
Abstain 65,231
Approval of 2005 Non-Employee Director Compensation Plan
--------------------------------------------------------
For 12,173,379
Against 316,205
Abstain 87,409
Broker Non-Vote 4,273,068
Following its annual meeting of stockholders on May 25, 2005 in Boise, Idaho,
American Ecology Corporation's Board of Directors met and elected Edward F. Heil
to serve as chairman of the newly elected Board.
ITEM 8.01. OTHER EVENTS
On May 25, 2005, the State of California Court of Appeal for the Fourth
Appellate District affirmed a March 26, 2003 Superior Court judgment in the
matter of US Ecology, Inc. v. State of California regarding the formerly
proposed Ward Valley low-level radioactive waste disposal facility.
Specifically, the Court of Appeal affirmed the trial court's ruling that US
Ecology failed to establish causation and was not entitled to monetary recovery.
The Company does not plan further appeals.
The Company wrote off a $20,951,000 deferred site development asset for the
formerly proposed project on March 31, 2003 following the adverse trial court
ruling. The Company's subsequent, unsuccessful appeal was undertaken on a fixed
fee (plus contingency) basis that was expensed at the time counsel was engaged
for the appeal in July 2003. Consequently, the March 25, 2005 appeal
disposition and the Company's decision to decline further appeals has no
significant financial impact on the Company.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN ECOLOGY CORPORATION
(Registrant)
Date: May 26, 2005 By:/S/ James R. Baumgardner
------------------------
James R. Baumgardner
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
EXHIBIT INDEX
Exhibit Description
------- -----------
Exhibit 10.50 Amended and Restated Credit Agreement between American Ecology Corporation and Wells
Fargo Bank Dated May 25, 2005
Exhibit 10.60 Form of American Ecology Corporation Indemnification Agreement covering each of the
Company's directors and officers
Exhibit 99 Press Release dated May 26, 2005 titled "AMERICAN ECOLOGY ANNOUNCES $0.15 PER
SHARE QUARTERLY DIVIDEND"