Stericycle Inc – ‘8-K’ for 11/12/99

On:  Monday, 11/29/99   ·   For:  11/12/99   ·   Accession #:  950137-99-4295   ·   File #:  0-21229

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     21K 
 2: EX-2.1      Second Amendment to Stock Purchase Agreement           9     48K 
 3: EX-3.1      First Certificate of Amendment                         1      7K 
 4: EX-3.2      Certificate of Designation Relating to Series A       13     64K 
 5: EX-4.1      Registration Rights Agreement                         17     72K 
 6: EX-10.1     Credit Agreement Dated 11/12/99                      106    472K 

8-K   —   Current Report
Document Table of Contents

8-K
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     UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 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): November 12, 1999

    STERICYCLE, INC.
    (Exact name of registrant as specified in its charter)

  Delaware                     0-21229                    36-3640402
(State or other juris-         (Commission file               (IRS employer   
diction of incorporation)            number)              identification number)

     28161 North Keith Drive
     Lake Forest, Illinois 60045
    (Address of principal executive offices)

Registrant's telephone number, including area code: (847) 367-5910

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ITEM 2.       Acquisition or Disposition of Assets                              

      On November 12, 1999, Stericycle, Inc. (the "Company") completed its
pending acquisition from Allied Waste Industries, Inc. ("Allied") of the medical
waste business of Browning-Ferris Industries, Inc. ("BFI") in the United States,
Canada and Puerto Rico. Allied had acquired BFI in a merger completed in July   
1999. The Company previously reported this pending acquisition from Allied by   
Current Reports on Form 8-K filed on April 13, 1999 and October 25, 1999.       

         The purchase price for the Company's acquisition of BFI's medical waste
business was $410.5 million in cash. The Company paid the purchase price from   
the following sources, in addition to cash on hand: (i) $225.0 million in       
borrowings under the term loan facilities of a new senior credit facility that  
the Company established with DLJ Capital Funding, Inc., Bankers Trust Company   
and Bank of America, N.A.; (ii) $125.0 million in proceeds from the sale of     
12-3/8% senior subordinated notes due 2009; and (iii) $75.0 in proceeds from the
issuance of new Series A convertible preferred stock to investment funds        
affiliated with Bain Capital, Inc. and Madison Dearborn Partners, Inc. These    
transactions were completed concurrently with the completion of the Company's   
acquisition. The Company previously reported its contemplated issuance of the   
new convertible preferred stock by Current Reports on Form 8-K filed on August  
20, 1999 and October 15, 1999.                                                  

        There is no material relationship between the Company (or any officer,
director or affiliate of the Company or any associate of any such officer or    
director) and Allied. The Company intends to use the assets of the BFI medical  
waste business in the conduct of the Company's own medical waste business.      

ITEM 7.      Financial Statements and Exhibits                                  

(a) Financial Statements of Business Acquired                 

        It is impracticable at present to file any of the financial statements
for the business to be acquired that are required to be filed for the periods   
specified in Rule 3-05 of Regulation S-X (17 C.F.R. 210.3-05(b)).The Company    
intends to file these financial statements by an amended Report on              
Form 8-K/A as soon as practicable.                                              

(b) Pro Forma Financial Information                           

       It is impracticable at present to file any of the pro forma financial
information that is required to be filed pursuant to Article 11 of Regulation   
S-X. The Company intends to file this financial information by an amended Report
on Form 8-K/A as soon as practicable.                                           

(c) Exhibits                                                  

The following exhibits are filed with this Report:            

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EXHIBIT NO.                    DESCRIPTION                                      

2.1      Second Amendment to Stock Purchase Agreement, dated as of      
      November 12, 1999, between Allied Waste Industries, Inc. and
the Company                                           

3.1      First Certificate of Amendment to Amended and Restated         
          Certificate of Incorporation of the Company, filed in the office
of the Secretary of State of the State of Delaware on 
November 4, 1999                                      

3.2      Certificate of Designation Relating to Series A Convertible    
        Preferred Stock, Par Value $.01 Per Share, filed in the office
        of the Secretary of State of the State of Delaware on November
4, 1999                                               

4.1      Registration Rights Agreement, dated as of November 12,        
1999, between the Company and certain investment funds
 affiliated with Bain Capital, Inc. and Madison Dearborn
Partners, Inc.                                        

10.1      Credit Agreement, dated as of November 12, 1999, among the      
      Company and DLJ Capital Funding, Inc., Bankers Trust Company
      and Bank of America, N.A., as lenders and as (i) syndication
   agent, lead arranger and book manager, (ii) documentation
      agent for the lenders and (iii) administrative agent for the
lenders, respectively.                                

Exhibit 2.1 omits Exhibits A-M. In accordance with Item 601(b)(2) of Regulation 
S-K (17 C.F.R. 229.601(b)(2)), the Company agrees to furnish supplementally a   
copy of any omitted exhibit to the Commission upon its request.                 

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 SIGNATURE

      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 hereunto duly authorized.                                           

Date:   November 29, 1999.                                    

               STERICYCLE,  INC.

                           By   /s/ Frank J.M. ten Brink
                                   -------------------------------
                        Frank J.M. ten Brink
                           Vice President, Finance
                               and Chief Financial Officer

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 EXHIBIT INDEX

                                                                    SEQUENTIALLY
                                                                    NUMBERED
EXHIBIT   DESCRIPTION                                                  PAGE   
-------   -----------                                                  ----   
2.1      Second Amendment to Stock Purchase Agreement,                      
dated as of November 12, 1999, between Allied Waste       
  Industries, Inc. and the Company............................

3.1      First Certificate of Amendment to Amended and                      
Restated Certificate of Incorporation of the Company,     
filed in the office of the Secretary of State of the      
  State of Delaware on November 4, 1999.......................

3.2      Certificate of Designation Relating to Series A                    
Convertible Preferred Stock, Par Value $.01 Per Share,    
filed in the office of the Secretary of State of the      
  State of Delaware on November 4, 1999.......................

4.1      Registration Rights Agreement, dated as of November                
12, 1999, between the Company and certain                 
investment funds affiliated with Bain Capital, Inc. and   
  Madison Dearborn Partners, Inc..............................

10.1      Credit Agreement, dated as of November 12, 1999,                    
among the Company and DLJ Capital Funding, Inc., Bankers  
Trust Company and Bank of America, N.A., as lenders       
and as (i) syndication agent, lead arranger and book      
 manager, (ii) documentation agent for the lenders and (iii)
  administrative agent for the lenders, respectively..........

 5

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/29/99		4
For Period End:		11/12/99		1		5			8-K/A
		11/4/99		3
		10/25/99		2					8-K
		10/15/99		2					8-K,  DEF 14A
		8/20/99		2					8-K,  PRER14A
		4/13/99		2
									List all Filings

23 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/25/24  Stericycle Inc.                   10-Q        3/31/24   59:12M                                    Workiva Inc Wde… FA01/FA
 2/28/24  Stericycle Inc.                   10-K       12/31/23  116:13M                                    Workiva Inc Wde… FA01/FA
11/02/23  Stericycle Inc.                   10-Q        9/30/23   54:5.1M                                   Workiva Inc Wde… FA01/FA
 7/27/23  Stericycle Inc.                   10-Q        6/30/23   54:67M                                    Workiva Inc Wde… FA01/FA
 4/27/23  Stericycle Inc.                   10-Q        3/31/23   52:4.2M                                   Workiva Inc Wde… FA01/FA
 2/23/23  Stericycle Inc.                   10-K       12/31/22  119:14M                                    Workiva Inc Wde… FA01/FA
11/03/22  Stericycle Inc.                   10-Q        9/30/22   52:4.9M                                   Workiva Inc Wde… FA01/FA
 8/05/22  Stericycle Inc.                   10-Q        6/30/22   54:4.8M                                   Workiva Inc Wde… FA01/FA
 4/28/22  Stericycle Inc.                   10-Q        3/31/22   55:5.9M                                   Workiva Inc Wde… FA01/FA
 2/24/22  Stericycle Inc.                   10-K       12/31/21  121:15M                                    Workiva Inc Wde… FA01/FA
11/02/21  Stericycle Inc.                   10-Q        9/30/21   60:6.1M                                   Workiva Inc Wde… FA01/FA
 8/06/21  Stericycle Inc.                   10-Q        6/30/21   61:10M                                    Workiva Inc Wde… FA01/FA
 5/26/21  Stericycle Inc.                   S-8 POS     5/26/21    3:98K                                    Donnelley … Solutions/FA
 5/26/21  Stericycle Inc.                   S-8 POS     5/26/21    3:98K                                    Donnelley … Solutions/FA
 5/26/21  Stericycle Inc.                   S-8 POS     5/26/21    3:98K                                    Donnelley … Solutions/FA
 5/26/21  Stericycle Inc.                   S-8 POS     5/26/21    3:98K                                    Donnelley … Solutions/FA
 5/26/21  Stericycle Inc.                   S-8 POS     5/26/21    3:98K                                    Donnelley … Solutions/FA
 5/26/21  Stericycle Inc.                   S-8         5/26/21    3:77K                                    Donnelley … Solutions/FA
 4/29/21  Stericycle Inc.                   10-Q        3/31/21   56:11M                                    Workiva Inc Wde… FA01/FA
 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