AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 2001
REGISTRATION NO. 333-68622
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STERICYCLE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3640402
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045
(847) 367-5910
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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MARK C. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STERICYCLE, INC.
28161 NORTH KEITH DRIVE, LAKE FOREST, ILLINOIS 60045
(847) 367-5910
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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With Copies to:
CRAIG P. COLMAR ALLISON R. SCHNEIROV
MICHAEL BONN SKADDEN, ARPS, SLATE,
JOHNSON AND COLMAR MEAGHER & FLOM LLP
3000 SOUTH WACKER DRIVE, SUITE 1000, FOUR TIMES SQUARE
CHICAGO, ILLINOIS 60606 NEW YORK, NY 10036-6572
(312) 922-1980 (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-68622
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.01 par value..... 28,750 $51.50 $1,480,625 $370.16
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(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457 of the Securities Act of 1933.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"). The information in
the Registration Statement (File No. 333-68622) filed by Stericycle, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act is incorporated by reference into this
Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the undersigned
Registrant certifies as follows:
(i) the Registrant has instructed its bank to transmit to the Commission
the applicable filing fee by a wire transfer of such amount from the account
of the Registrant to the Commission's account at Mellon Bank as soon as
practicable but no later than the close of the next business day following
the filing of this Registration Statement pursuant to Rule 462(b);
(ii) the Registrant will not revoke such instructions; and
(iii) the Registrant has sufficient funds in such account to cover the
amount of such filing fee.
The Registrant further undertakes that, if such instructions have been sent
after the close of business of such bank, the Registrant will confirm receipt of
such instructions by such bank during regular business hours on the following
business day.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois, on November 6, 2001.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ MARK C. MILLER
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President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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* Chairman of the Board Of November 6, 2001
----------------------------------------------------- Directors
Jack W. Schuler
/s/ MARK C. MILLER President, Chief Executive November 6, 2001
----------------------------------------------------- Officer and a Director
Mark C. Miller (Principal Executive
Officer)
* Chief Financial Officer November 6, 2001
----------------------------------------------------- (Principal Finance and
Frank J.M. ten Brink Accounting Officer)
* Director November 6, 2001
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John P. Connaughton
* Director November 6, 2001
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Rod F. Dammeyer
* Director November 6, 2001
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Patrick F. Graham
* Director November 6, 2001
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John Patience
* Director November 6, 2001
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Thomas R. Reusche
* Director November 6, 2001
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Peter Vardy
* Director November 6, 2001
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L. John Wilkerson, Ph.D
*By /s/ MARK C. MILLER
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Mark C. Miller
Attorney-in-fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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5.1 -- Opinion of Johnson and Colmar LLP
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Johnson and Colmar (filed as part of Exhibit
5.1)