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As filed with the Securities and Exchange Commission on September , 2001
Registration No. 333-67582
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
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, address, including zip code, and telephone number,
including area code, of agent for service)
The Commission is requested to send copies of all communications to:
Craig P. Colmar
Johnson and Colmar
300 South Wacker Drive, Suite 1000, Chicago, Illinois 60606
(312) 922-1980
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time, as determined by by the selling shareholders, after this
Registration Statement becomes effective.
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. [x]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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PROSPECTUS
STERICYCLE, INC.
137,443 SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE
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This Prospectus is part of a registration statement covering the sale
of up to 137,443 shares of our common stock. These shares may be sold from time
to time on the Nasdaq National Market system by the selling shareholders (the
"Selling Shareholders"). We will not receive any of the proceeds of sale. The
Selling Shareholders acquired all of their shares when we purchased the stock of
American Medical Disposal, Inc. in July 2001.
Our common stock is quoted on the Nasdaq National Market system under
the symbol "SRCL." On September 10, 2001, the average of the high and low sales
prices of our common stock was $45.04 per share.
Unless the context indicates otherwise, all references to "we," "our,"
"us," the "Company" or "Stericycle" refer to Stericycle, Inc. and its
subsidiaries. Our principal executive offices are located at 28161 North Keith
Drive, Lake Forest, Illinois 60045. Our telephone number is (847) 367-5910.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK.
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The date of this Prospectus is September , 2001.
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TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION............................ 3
RISK FACTORS................................................... 4
USE OF PROCEEDS................................................ 5
SELLING SHAREHOLDERS........................................... 6
PLAN OF DISTRIBUTION........................................... 7
LEGAL MATTERS.................................................. 7
You should rely only on the information contained in or incorporated by
reference into this Prospectus and any prospectus supplement. We have not
authorized anyone else to provide you with different or additional information.
The Selling Shareholders will not make an offer of their shares in any
jurisdiction where an offer is not permitted.
You should not assume that the information in this Prospectus or in any
prospectus supplement is accurate as of any date other than the date shown on
the front of the document.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other documents with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
SEC's public reference rooms in New York, New York and Chicago, Illinois. You
may obtain information about the operation of the SEC's public reference rooms
by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet website that provides access to the
documents we file with the SEC. The SEC's website is http://www.sec.gov. A link
to the SEC's website appears on our own website, http://www.stericycle.com.
The SEC allows us to "incorporate by reference" into this Prospectus
the documents that we file with the SEC, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Prospectus, and
documents that we file with the SEC in the future will automatically update and
supersede prior information, including information contained in or incorporated
by reference into this Prospectus.
We incorporate by reference the following documents, as well as all
other documents that we may file with the SEC in the future pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
Selling Shareholders have sold all of their shares:
- our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000,
- our Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 2001,
- our Current Report (Amended) on Form 8-K/A, filed on December 29,
1999, and
- the description of our common stock in the Registration Statement on
Form 8-A that we filed on August 21, 1996, together with any
amendment or report that we may file for the purpose of updating
this description
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and telephone number:
Stericycle, Inc.
21861 North Keith Drive
Lake Forest, Illinois 60045
Attention: Investor Relations
Telephone: (847) 607-2074
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RISK FACTORS
Investing in shares of our common stock involves a number of risks. You
should carefully consider the following factors in addition to the other
information in this Prospectus.
We have substantial indebtedness
We have a substantial amount of indebtedness. As of June 30, 2001, our
total long-term indebtedness was $334,966,000. This indebtedness could:
- make us more vulnerable to unfavorable economic conditions
- make it more difficult to pursue the acquisition of other medical
waste management businesses
- require us to dedicate or reserve a large portion of our cash flow
from operations to making payments on our indebtedness, which would
prevent us from using it for other purposes
Restrictions in our debt instruments may limit our ability to operate
our business
Our debt instruments contain covenants that restrict our ability to
make distributions or other payments unless we satisfy certain
financial tests and comply with various financial ratios. If we do not
do so, our creditors could declare a default under our debt
instruments, and our indebtedness could be declared immediately due and
payable. Our ability to comply with the provisions of our debt
instruments may be affected by changes in economic or business
conditions beyond our control.
Our debt instruments also contain covenants that limit our ability to
incur additional indebtedness, acquire other businesses and make
capital expenditures, and impose various other restrictions. These
covenants could affect our ability to operate our business and may
limit our ability to take advantage of potential business opportunities
as they arise.
We require a significant amount of cash to service our indebtedness
Our ability to make payments on our indebtedness, as well as to fund
our operations and future growth, depends upon our ability to generate
cash. Our success in doing so depends upon the results of our
operations and upon general economic, financial, competitive,
regulatory and other factors beyond our control.
We face the risk of environmental liabilities which may not be covered
by insurance
The medical waste management industry involves risks of liability for
environmental contamination. The federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980 and similar state laws
impose strict liability on current or former owners and operators of
facilities that release hazardous substances into the environment as
well as on the businesses that generate those substances and the
businesses that transport them to the facilities. Responsible parties
may be liable for substantial investigation and clean-up costs even if
they operated their businesses properly and
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complied with applicable federal and state laws and regulations.
Liability under CERCLA may be joint and several, which means that if we
were found to be a business with responsibility for a particular CERCLA
site, we could be required to pay the entire cost of the investigation
and clean-up even though we were not the party responsible for the
release of the hazardous substances and even though other companies
might also be liable.
Our pollution liability insurance excludes liabilities under CERCLA.
Thus, if we were to incur liability under CERCLA and if we could not
identify other parties responsible under the law whom we can compel to
contribute to our expenses, it could have a material adverse effect on
our business and financial condition.
We are subject to extensive governmental regulation with which it is
frequently difficult, expensive and time-consuming to comply
The medical waste management industry is subject to extensive federal,
state and local laws and regulations relating to the collection,
transportation, packaging, labeling, handling, documentation,
reporting, treatment and disposal of regulated medical waste. Our
business requires us to obtain many permits, authorizations, approvals,
certificates or other types of governmental permission from every
jurisdiction where we operate.
We believe that we currently comply in all material respects with all
applicable permitting requirements. State and local regulations change
often, however, and new regulations are frequently adopted. Changes in
the applicable regulations could require us to obtain new permits or to
change the way in which we operate. We might be unable to obtain the
new permits that we require, and the cost of compliance with new or
changed regulations could have a material adverse effect on our
business and financial condition.
The permits that we require, especially those to build and operate
treatment and transfer facilities, are difficult and time-consuming to
obtain. They may also contain conditions or restrictions that limit our
ability to operate efficiently, and they may not be issued as quickly
as we need (or at all). If we cannot obtain the permits that we need
when we need them, or if they contain unfavorable conditions, it could
have a material adverse effect on our business and financial condition.
USE OF PROCEEDS
All of the net proceeds from the sale of the common stock covered by
this Prospectus will be received by the Selling Shareholders who sell their
shares. We will not receive any proceeds from the sale of common stock by the
Selling Shareholders.
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SELLING SHAREHOLDERS
All of the Selling Shareholders (with the exception of National Bank of
Commerce, as escrow agent (the "escrow agent")) were the shareholders of
American Medical Disposal, Inc., an Oklahoma corporation, from whom we acquired
all of the issued and outstanding stock of AMDI in July 2001 for a combination
of cash and the shares of common stock covered by this Prospectus.
The following table provides the names of the Selling Shareholders and
the number of shares of our common stock that each Selling Shareholder may offer
for sale from time to time. The information in the table is as of the date of
this Prospectus. None of the Selling Shareholders has held any position or
office or has had a material relationship with us within the past three years,
with the exception of William Kent Robertson, who had been president of AMDI and
who became one of our district managers following our purchase of AMDI. With the
exception of Don J. Timberlake, who owns 600 shares, none of the Selling
Shareholders owns any shares of our common stock other than the shares listed in
the following table.
SHARES AVAILABLE FOR SALE
NAME OF SELLING SHAREHOLDER UNDER THIS PROSPECTUS
------------------------------------------------------- ----------------------------
Willard Eugene Furnish 4,948
Estelle Hoffman Trust f/b/o C.A. Vose III 2,474
Estelle Hoffman Trust f/b/o Lisa Vose Combs 2,474
William Kent Robertson 5,154
Don J. Timberlake 45,460
Donald J. Timberlake, Jr. 5,154
L.C. Vose 1965 Trust C-1 16,184
L.C. Vose 1965 Trust C-2 16,081
Jill T. Willis 5,154
National Bank of Commerce, as escrow agent 34,360
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Total 137,443
The escrow agent holds its shares for the benefit of the other Selling
Shareholders as shown in the following table. Each of the other Selling
Shareholders may direct the escrow agent to sell the shares held for his, her or
its account.
Willard Eugene Furnish 1,649
Estelle Hoffman Trust f/b/o C.A. Vose III 825
Estelle Hoffman Trust f/b/o Lisa Vose Combs 825
William Kent Robertson 1,718
Don J. Timberlake 15,153
Donald J. Timberlake, Jr. 1,718
L.C. Vose 1965 Trust C-1 5,394
L.C. Vose 1965 Trust C-2 5,360
Jill T. Willis 1,718
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Total 34,360
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PLAN OF DISTRIBUTION
We are registering the shares of common stock covered by this
Prospectus for the Selling Shareholders in accordance with our agreement with
them to register their shares. Under our agreement, we will pay the costs of
registering the shares (except for the legal fees of the Selling Shareholders),
and the Selling Shareholders will pay any sales commissions in connection with
the sale of their shares.
The Selling Shareholders may sell their shares at any time and from
time to time in the open market, at market prices prevailing at the time of
sale, in ordinary brokerage transactions through a broker that we have approved
of. The Selling Shareholders may not otherwise sell or dispose of their shares
of common stock.
The Selling Shareholders have agreed to coordinate their sale of shares
of our common stock so that the total number of shares sold by any one or more
of them on any day does not exceed the average daily sales volume of shares of
our common stock during the month prior to month of sale.
LEGAL MATTERS
The legality of the shares of common stock covered by this Prospectus
is being passed upon for us by Johnson and Colmar, 300 South Wacker Drive, Suite
1000, Chicago, Illinois 60601. Partners of Johnson and Colmar beneficially own
or have voting or investment power over 3,394 shares of our common stock.
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PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the costs and expenses of the Company in
connection with the offering described by this Registration Statement:
SEC registration fees....................... $ 1,650.35
Legal fees and expenses..................... 6,500.00
Accounting fees and expenses................ 3,500.00
Other expenses.............................. 3,349.65
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Total expenses.............................. $ 15,000.00
All of these costs and expenses are estimated except for the SEC
registration fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides generally
that a person sued as a director, officer, employee or agent of a corporation
may be indemnified by the corporation in non-derivative suits for expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement if
he or she acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the corporation's best interests. In the case of
criminal actions and proceedings, the person also must not have had reasonable
cause to believe that his or her conduct was unlawful. Indemnification of
expenses is also authorized in stockholder derivative actions if the person
acted in good faith and in a manner that he or she reasonably believed to be in
or not opposed to the corporation's best interests and if he or she has not been
found liable to the corporation. Even in this latter instance, the court may
determine that, in view of all the circumstances, the person is entitled to
indemnification for such expenses as the court deems proper. A person sued as a
director, officer, employee or agent of a corporation who has been successful in
defense of the action must be indemnified by the corporation against expenses.
Article Fifth of our bylaws requires us to indemnify our directors,
officers, employees and agents to the maximum extent permitted by Delaware law.
Article Fifth also requires us to advance the litigation expenses of a director
or officer upon receipt of his or her written undertaking to repay all amounts
advanced if it is ultimately determined that he or she is not entitled to
indemnification.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to include a provision in its certificate of incorporation
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for a breach of the director's
fiduciary duty of care. The provision may not eliminate or limit the liability
of a director for breaching his or her duty of loyalty, failing to act in good
faith, engaging in intentional misconduct or knowingly violating a law,
declaring an illegal dividend or approving
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an illegal stock repurchase, or obtaining an improper personal benefit.
Article Ninth of our amended and restated certificate of incorporation
eliminates the personal liability of our directors to the fullest extent
permitted by Section 102(b)(7).
By reason of directors' and officers' liability insurance that we
maintain, our directors and officers are insured against actual liabilities,
including liabilities under the federal securities laws, for acts or omissions
related to the conduct of their duties.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION REFERENCE
------ ----------- ---------
3.1 Amended and Restated Certificate of Incorporation of Registrant (1)
3.2 First Certificate of Amendment to Amended and Restated
Certificate of Registrant (2)
3.3 Certificate of Designation Relating to Series A Convertible
Preferred Stock, Par Value $.01 Per Share (2)
3.4 Amended and Restated Bylaws of the Registrant (1)
3.5 Amendment to Amended and Restated Bylaws of the Registrant (3)
4.4 Specimen Common Stock Certificate (1)
5.1 Opinion of Johnson and Colmar **
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)
24.1 Power of attorney (included under the caption "Power of
Attorney" in part II of this Registration Statement)
* Filed with this Registration Statement
** Previously filed
(1) Filed with the Registrant's Registration Statement on Form S-1
(Registration No. 333-05665), declared effective on August 22, 1996
(2) Filed with the Registrant's Current Report on Form 8-K filed on
November 29, 1999
(3) Filed with the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999
ITEM 17. 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");
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(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 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.
Request for Acceleration of Effective Date
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant as described in Item 15, 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-3 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 September
12, 2001.
STERICYCLE, INC.
By /s/ MARK C. MILLER
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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
---- ----- ----
* Chairman of the Board of Directors September 12, 2001
------------------------------------------------
Jack W. Schuler
President, Chief Executive Officer
/s/ MARK C. MILLER and a Director (Principal
------------------------------------------------ Executive Officer September 12, 2001
Mark C. Miller
* Chief Financial Officer (Principal
------------------------------------------------ Finance and Accounting Officer) September 12, 2001
Frank J.M. Ten Brink
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* Director September 12, 2001
------------------------------------------------
John P. Connaughton
* Director September 12, 2001
------------------------------------------------
Rod F. Dammeyer
* Director September 12, 2001
-----------------------------------------------
Patrick F. Graham
* Director September 12, 2001
-----------------------------------------------
John Patience
* Director September 12, 2001
------------------------------------------------
Thomas R. Reusche
* Director September 12, 2001
------------------------------------------------
Peter Vardy
* Director September 12, 2001
------------------------------------------------
L. John Wilkerson, Ph.D.
*By: /s/ MARK C. MILLER
-------------------------------------------
Mark C. Miller
Attorney-in-Fact
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