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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/08/20 Stericycle Inc 8-K/A:5,9 6/19/20 11:245K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 38K 2: EX-10.1 Material Contract HTML 51K 7: R1 Document and Entity Information HTML 49K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- srcl-8ka_20200619_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- srcl-20200619_lab XML 58K 5: EX-101.PRE XBRL Presentations -- srcl-20200619_pre XML 35K 3: EX-101.SCH XBRL Schema -- srcl-20200619 XSD 18K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 11: ZIP XBRL Zipped Folder -- 0001564590-20-032040-xbrl Zip 22K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i June 19, 2020
i Stericycle, Inc.
(Exact name of registrant as specified in its charter)
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i Delaware |
i 1-37556 |
i 36-3640402 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
i 2355 Waukegan Road
i Bannockburn, i Illinois i 60015
(Address of principal executive offices including zip code)
( i 847) i 367-5910
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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i ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425) |
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i ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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i Common Stock, par value $0.01 |
i SRCL |
i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
i Stericycle, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to supplement the information provided in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2020, which announced the departure of David W. Stahl, Executive Vice President and Chief Information Officer, effective on June 27, 2020.
On July 6, 2020, in connection with Mr. Stahl’s departure, the Company entered into a Separation Agreement and General Release with Mr. Stahl (the “Agreement”) in accordance with the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”). Pursuant to the Agreement, Mr. Stahl will receive, in addition to any accrued obligations: (i) cash separation pay, payable in accordance with the Severance Plan, in the amount of approximately $573,000; and (ii) pro-rata payment of his 2020 annual cash incentive, based on actual Company performance, payable in the first quarter of 2021.
The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Forward Looking Statements
This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as “believes,” “expects,” “anticipates,” “estimates” “may,” “plan,” “will,” “goal” or similar expressions, we are making forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Factors that could cause such differences include, among others, developments in the COVID-19 pandemic and the resulting impact on the results of operations, precautions we have taken to safeguard the health and safety of our employees which may make certain of our business processes less efficient, measures taken by governmental authorities to prevent the spread of COVID-19 which could disrupt our supply chain, result in disruptions in transportation services and restrictions on the ability of our employees to travel, result in temporary closure of our facilities or the facilities of our customers and suppliers, affect the volume of paper processed by our Secure Information Destruction services and the revenue generated from the sale of SOP, disruptions in our relationships with our employees as a result of certain cost-saving measures, an economic slowdown in the U.S. and other countries resulting from the outbreak of COVID-19, SOP pricing volatility, foreign exchange rate volatility in the jurisdictions in which we operate, the volume and size of any recall events, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, decreases in the volume of regulated wastes or personal and confidential information collected from customers, the ability to implement our ERP system, charges related to portfolio rationalization or the failure of divestitures to achieve the desired results, failure to consummate transactions with respect to non-core businesses, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in our credit agreements and notes, a downgrade in our credit rating resulting in an increase in interest expense, political, economic, inflationary and other risks related to our foreign operations, the outcome of pending or future litigation or investigations including with respect to the U.S. Foreign Corrupt Practices Act, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, failure to maintain an effective system of internal control over financial reporting, delays or failures in implementing remediation efforts with respect to existing or future material weaknesses, disruptions in or attacks on information technology systems, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q. As a result, past financial performance should not be
considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.
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Item 9.01 |
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Financial Statements and Exhibits |
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(d) |
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Exhibits |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Dated: July 8, 2020 |
Stericycle, Inc. |
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By: |
/s/ Janet H. Zelenka |
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Executive Vice President, Chief Financial Officer and Chief Information Officer |
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/8/20 | |||
| 7/6/20 | ||||
| 6/27/20 | ||||
| For Period end: | 6/19/20 | 4/A, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/21 Stericycle Inc. 10-K 12/31/20 132:15M Workiva Inc Wde… FA01/FA 11/05/20 Stericycle Inc. 10-Q 9/30/20 62:6.6M Workiva Inc Wde… FA01/FA 8/10/20 Stericycle Inc. S-8 8/10/20 3:59K Donnelley … Solutions/FA 8/06/20 Stericycle Inc. 10-Q 6/30/20 61:9.6M ActiveDisclosure/FA |