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): June 23, 2019
US ECOLOGY, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-11688 | 95-3889638 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| | | |
101 S. Capitol Blvd., Suite 1000 Boise, Idaho (Address of principal executive offices) | | 83702 (Zip Code) |
| | | |
(208) 331-8400
(Registrant’s telephone number, including area code)
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:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | ECOL | Nasdaq Global Market |
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 [ ]
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 7.01. Regulation FD Disclosure
Attached as Exhibits 99.1, 99.2 and 99.3 and furnished for purposes of Regulation FD are Presentations to be given by officers of US Ecology, Inc. on June 24, 2019 in conjunction with the announcement of its definitive merger agreement to acquire NRC Group Holdings Corp.
In accordance with general instruction B.2 of Form 8-K, the information in this report (including Exhibit 99.1, 99.2 and 99.3) is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 8.01. Other Events
As described in the Presentations, on June 23, 2019, US Ecology, Inc. entered into that certain agreement and plan of merger with NRC Group Holdings Corp., US Ecology Parent, Inc., Rooster Merger Sub, Inc. and ECOL Merger Sub, Inc.
Item 9.01. Financial Statements and Exhibits
The following exhibits relating to Item 7.01 shall be deemed to be furnished, and not filed:
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.
| | US ECOLOGY, INC. |
| | (Registrant) |
| | |
| | |
| | |
| Date: June 24, 2019 | By: /s/ Eric L. Gerratt |
| | Eric L. Gerratt |
| | Executive Vice President & Chief Financial Officer |
| | |
