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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
Commission file number 1-11097
3CI COMPLETE COMPLIANCE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 76-0351992
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
910 Pierremont, #312 Shreveport, LA. 71106
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(Address of principal executive offices)
(Zip Code)
(318) 869-0440
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(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
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Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date.
The number of shares of Common Stock outstanding as of the close of
business on February 14, 2001, was 9,198,325.
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3CI COMPLETE COMPLIANCE CORPORATION
I N D E X
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NUMBER
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of
December 31, 2000 (unaudited) and September 30, 2000...... 3
Statements of Operations for the three months
ended December 31, 2000 and 1999 (unaudited)............. 4
Statements of Cash Flows for the
three months ended December 31, 2000 and
1999 (unaudited)......................................... 5
Notes to Financial Statements (unaudited)................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 11
Item 2. Changes in Securities....................................... 11
Item 3. Defaults Upon Senior Securities............................. 11
Item 4. Submission of Matters to a Vote
Of Security Holders....................................... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................ 11
SIGNATURES.............................................................. 13
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ITEM 1. FINANCIAL STATEMENTS
3CI COMPLETE COMPLIANCE CORPORATION
BALANCE SHEETS
December 31, September 30,
2000 2000
Unaudited Audited
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 106,528 $ 561,189
Accounts receivable, net allowances of $333,568 and $281,051
at December 31, 2000 and September 30, 2000, respectively 3,517,175 2,819,920
Inventory 49,484 88,062
Prepaid expenses 184,909 396,101
Other current assets 35,895 65,420
------------ ------------
Total current assets 3,893,991 3,930,692
------------ ------------
Property, plant and equipment, at cost 14,458,290 14,381,550
Accumulated depreciation (7,160,625) (6,770,017)
------------ ------------
Net property, plant and equipment 7,297,665 7,611,533
------------ ------------
Excess of cost over net assets acquired, net of accumulated
amortization of $202,238 and $189,988 at December 31, 2000
and September 30, 2000, respectively 354,993 367,243
Other assets 15,993 15,929
------------ ------------
Total assets $ 11,562,642 $ 11,925,397
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable 45,031 227,898
Current portion of long-term debt to unaffiliated lenders 410,550 447,948
Accounts payable 1,044,138 858,524
Accounts payable and accrued interest to affiliated companies 315,192 486,502
Accrued liabilities 689,572 693,869
Dividends Payable 497,550 497,550
Note payable majority shareholder 5,629,379 5,629,379
------------ ------------
Total current liabilities 8,631,412 8,841,670
------------ ------------
Long-term debt unaffiliated lenders, net of current portion 602,883 702,760
------------ ------------
Total liabilities 9,234,295 9,544,430
------------ ------------
Shareholders' Equity:
Preferred stock, $0 .01 par value, authorized 16,050,000 shares;
issued and outstanding 7,750,000 at December 31, 2000 and
September 30, 1999, respectively 77,500 77,500
Additional paid-in capital - preferred stock 7,672,500 7,672,500
Common stock, $0.01 par value, authorized 40,450,000 shares;
Issued and outstanding 9,232,825 at December 31, 2000 and
September 30, 2000 92,329 92,329
Less cost of treasury stock 34,500 shares (51,595) (51,595)
Additional Paid-in capital - common stock 20,471,145 20,400,778
Accumulated deficit (25,933,532) (25,810,545)
------------ ------------
Total shareholders' equity 2,328,347 2,380,967
------------ ------------
Total liabilities and shareholders' equity $ 11,562,642 $ 11,925,397
============ ============
The accompanying notes are an integral part of these financial statements.
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3CI COMPLETE COMPLIANCE CORPORATION
STATEMENTS OF OPERATION
UNAUDITED
For the three months ended December 31,
2000 1999
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Revenues $ 4,545,685 $ 4,215,002
Expenses:
Cost of services 3,263,734 2,772,253
Depreciation and amortization 402,859 419,667
Selling, general and administrative 668,084 493,396
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Income from operations 211,008 529,686
Other income (expense):
Interest expense (288,118) (225,117)
Other income (expense) (45,877) (45,247)
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Income (loss) before income taxes (122,987) 259,322
Income taxes -- --
----------- -----------
Net income (loss) $ (122,987) $ 259,322
=========== ===========
Basic earnings per share:
Basic net income (loss) per share $ (0.01) $ 0.03
=========== ===========
Diluted earnings per share:
Diluted net income (loss) per share $ (0.01) $ 0.02
=========== ===========
The accompanying notes are an integral part of these financial statements.
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3CI COMPLETE COMPLIANCE CORPORATION
STATEMENT OF CASH FLOWS
UNAUDITED
For the three months ended December 31,
2000 1999
--------- ---------
Cash flow from operating activities:
Net income (loss) $(122,987) $ 259,322
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Non-cash interest expense 70,367 --
Gain on disposal of fixed assets -- 10,684
Depreciation and amortization 402,859 419,667
Changes in operating assets and liablilites:
(Increase) decrease in accounts receivable, net (697,255) (111,474)
(Increase) decrease in inventory 38,578 1,004
(Increase) decrease in prepaid expenses 211,192 151,943
(Increase) decrease in other current assets and other assets 29,461 (3,080)
Increase (decrease) in accounts payable 185,614 (350,901)
Increase (decrease) in accounts payable, affiliated companies (355,650) 850
Increase (decrease) in accrued liabilities 180,043 46,712
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Total adjustments to net income (loss) 65,209 165,405
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Net cash (used in) provided by operating activities (57,778) 424,727
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Cash flow from investing activities:
Proceeds from sale of property, plant and equipment -- 27,818
Purchase of property, plant and equipment (76,741) (101,811)
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Net cash used in investing activites (76,741) (73,993)
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Cash flow from financing activities:
Principal reduction of notes payable (182,867) (120,484)
Proceeds from issuance of long-term debt, unaffiliated lenders -- 22,867
Reduction of long-term debt, unaffiliated lenders (137,275) (222,453)
Reduction of note payable to majority shareholders -- (144,786)
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Net cash used in financing activities (320,142) (464,856)
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Net decrease in cash and cash equivalents (454,661) (114,122)
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Cash and cash equivalents, beginning of period 561,189 236,387
--------- ---------
Cash and cash equivalents, end of period $ 106,528 $ 122,265
========= =========
The accompanying notes are an integral part of these financial statements.
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3CI COMPLETE COMPLIANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
(UNAUDITED)
(1) ORGANIZATION AND BASIS OF PRESENTATION
3CI Complete Compliance Corporation (the Company or 3CI), a Delaware
Corporation, is engaged in the collection, transportation, treatment and
disposal of biomedical waste in the south and southeastern United States.
Effective October 1, 1998, after approval by the then properly constituted
3CI Board of Directors, Stericycle Inc., a Delaware corporation ("Stericycle")
acquired 100% of the common stock of Waste Systems, Inc. ("WSI") for $10
million. As a result of the Transaction, WSI became a wholly owned subsidiary of
Stericycle. WSI owns 55.5% or 5,104,448 shares of the outstanding common stock
and 100% of the outstanding preferred stock of the Company.
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements, in the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended December 31,
2000 are not necessarily indicative of the results that may be expected for the
year ended September 30, 2001.
The balance sheet at September 30, 2000 has been derived from the audited
finacial statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Registrant Comnpany's annual report on
Form 10-K for the year ended September 30, 2000.
(2) NET INCOME (LOSS) PER COMMON SHARE
The following table sets forth the computation of net income (loss) per
common share:
DECEMBER 31, DECEMBER 31,
2000 1999
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Numerator:
Net income (loss) $ (122,987) $ 259,322
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Denominator:
Denominator for basic earnings per
share -- weighted average shares 9,198,325 9,198,325
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Effect of dilutive securities:
Preferred shares -0- 7,750,000
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Dilutive potential common shares -0- 7,750,000
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Denominator for diluted earnings per
share-adjusted weighted average shares
and assumed conversions 9,198,325 16,948,325
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Basics earnings per share $ (0.01) $ 0.03
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Diluted earnings per share $ (0.01) $ 0.02
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Preferred stock, stock options and warrants, to purchase shares of common
stock outstanding during the three months ended December 31, 2000 were not
included in the computation of diluted earnings per common share because the
Company had a net loss and the effect would be antidilutive, as the exercise
prices ranging from $0.594 to $1.50 were greater than the average price of the
common stock.
(3) BUSINESS CONDITIONS
The Company has historically financed its working capital needs, capital
expenditures, and acquisitions using internally generated funds as well as
borrowings from third parties and advances from its majority shareholder, WSI.
The Company's indebtedness currently consists of amounts owed to WSI which are
described below, insurance premiums that are financed over the course of each
fiscal year, debt incurred in connection with the leasing of the Chem-Clav unit,
and the indebtedness incurred in connection with the purchase of rolling stock.
On October 1, 1998, WSI and the Company amended and restated a revolving
promissory note (the Note). Amounts due under the Note totaled $5,629,379 as of
September 30, 2000. The Note bears interest at the prime rate, which is
currently 9.5%, plus 3.5%. The Company was required to maintain a minimum level
of net worth and comply with certain performance related covenants. Interest
under the note is due and payable in quarterly installments on the last business
day of each calendar quarter.
As of June 30, 2000 the Company notified WSI that it anticipated that it
would fail to meet its net income requirement under the Note for the quarter
ended June 30, 2000. Accordingly, WSI and the Company amended and restated the
original note as of August 1, 2000. The Amended and Restated Promissory Note
(the "Amended Note") which matured October 1, 2000 called for interest to be
paid quarterly at prime rate plus 3.5%, per annum not to exceed 13%. In
addition, in connection with the Amended Note 3CI will issue WSI warrants for
the purchase of up to 351,836 shares of 3CI Common stock at an exercise price of
$.20 per share. The warrants have an estimated fair value of $70,367 which was
charged to interest expense. The warrants expire September 20, 2002. WSI waived
all existing events of default under the existing indebtedness. As of October 1,
2000 the Amended Note was again extended to January 1, 2001. In connection with
the Amended Note 3CI will issue WSI warrants for the purchase of up to 541,286
shares of 3CI Common stock at an exercise price of $.10 per share. The Amended
Note may be renewed at maturity at terms to be negotiated contingent on the
Company achieving certain EBITDA covenants. WSI intends to support the Company
through the year 2001.
In June 1999, the Company established a master lease agreement in the
amount of $3,000,000 with LaSalle National Leasing Corporation. Of the total,
$2,000,000 is to be utilized for the leasing of transportation equipment of
which $291,788 and $390,291 had been utilized at December 31, 2000 and 1999
respectively, and $1,000,000 for the financing of equipment, of which $491,786
and $605,127 had been utilized at December 31, 2000 and 1999 respectively. This
agreement is guaranteed by Stericycle, Inc. which owns 100% of WSI.
In February 2001, 3CI transferred to Stericycle, through WSI,
approximately 50 unprofitable accounts located in the Houston, Texas area in
exchange for a reduction in interest due under the Amended Promissory note of
approximately $50,000. The accounts represented approximately $200,000 in annual
revenue during 1999.
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(4) COMMITMENTS AND CONTINGENCIES
The Company is subject to certain other litigation and claims arising in
the ordinary course of business. In the opinion of management of the Company,
the amounts ultimately payable, if any, as a result of such litigation and
claims will not have a materially adverse effect on the Company's financial
position or results of operations.
The Company operates within the regulated medical waste disposal industry
which is subject to intense governmental regulation at the federal, state and
local levels. The Company believes it is currently in compliance in all material
respects with all applicable laws and regulations governing the medical waste
disposal business. However, continuing expenditures may be required in order for
the Company to remain in compliance with existing and changing regulations.
Furthermore, because the medical waste disposal industry is predicated upon the
existence of strict governmental regulation, any material relaxation of
regulatory requirements governing medical waste disposal or of their enforcement
could result in a reduced demand for the Company's services and have a material
adverse effect on the Company's revenues and financial condition. The scope and
duration of existing and future regulations affecting the medical waste disposal
industry cannot be anticipated and are subject to changing political and
economic pressures.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company is engaged in the business of medical waste management
services in the southwestern and southeastern United States. The Company's
customers include regional medical centers, major hospitals, clinics, medical
and dental offices, veterinarians, pharmaceutical companies, retirement homes,
medical testing laboratories and other medical waste generators. Services
include collection, transportation, bar code identification and destruction by
controlled, high temperature incineration and alternative treatment
technologies.
RESULTS OF OPERATIONS
The following summarizes (in thousands) the Company's operations:
THREE MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
2000 1999
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Revenues $ 4,546 $ 4,215
Cost of services 3,264 2,772
Depreciation and amortization 403 420
Selling, general and
administrative 668 494
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Net income from operations 211 529
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Interest expense 288 225
Other income (expense) net (46) (45)
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Net income (loss) (123) 259
======= =======
Earnings before interest, taxes,
depreciation and amortization
("EBITDA") (1) $ 568 $ 904
======= =======
(1) EBITDA is calculated as the sum of net income, plus interest expense, income
tax expense, depreciation expense, and amortization expense. We consider EBITDA
to be a widely accepted financial indicator of a company's ability to service
debt, fund capital expenditures and expand its business. EBITDA is not
calculated in the same way by all companies, is not a
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measurement required by generally accepted accounting principles and does not
represent cash flow from operations as defined by generally accepted accounting
principles. EBITDA should not be considered as an alternative to net income, as
an indicator of operating performance or as an alternative to cash flow as a
measure of liquidity.
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THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1999:
REVENUES increased by $330,683, or 7.8%, to $4,545,685 during the three months
period ended December 31, 2000, from $4,215,002 for the three month period ended
December 31, 1999. This increase is primarily due to an increase in pricing
necessary to cover higher operating costs. The new pricing which primarily
effected the Company's professional account market, was implemented in December
2000.
COST OF SERVICES increased $491,481, or 17.7%, to $3,263,734 during the three
months ended December 31, 2000, compared to $2,772,253 for the three month
period ended December 31, 1999. The reasons for the increase were primarily
attributable to an increase of external processing fees that have been incurred
as the Company was refurbishing it's own treatment facilities. Also the Company
has incurred increased transportation costs related to the rise in diesel fuel
and other petroleum based products that the Company utilizes in its business.
Cost of revenues as a percentage of revenues increased to 71.8% during the three
months ended December 31, 2000 as compared to 65.8% during the three months
ended December 31, 1999.
DEPRECIATION AND AMORTIZATION expense decreased to $402,859 for the three months
ended December 31, 2000, from $419,667 for the three months ended December 31,
1999. The decrease was related to certain assets becoming fully depreciated.
SELLING, GENERAL AND ADMINISTRATIVE expenses increased to $668,084 during the
three months ended December 31, 2000, from $493,396 during the three months
ended December 31, 1999. The Company reflected a one-time benefit from the
settlement of an insurance claim for $200,000, during the quarter ended December
31, 1999. Exclusive of this benefit the selling, general and administrative
expenses decreased by $25,312, or 3.7%, as a result in the reduction of
professional and legal fees. Exclusive of the one-time insurance benefit,
selling, general and administrative expenses decreased as a percentage of
revenue to 14.7% for the three months ended December 31, 2000, as compared to
16.5% for the three months ended December 31, 1999.
INTEREST EXPENSE increased by $63,001 or 28%, to $288,118 during the three
months ended December 31, 2000 as compared to $225,117 for the three months
period ended December 31, 1999. This increase was primarily due to higher loan
commitment fees and an increase in the interest rate for the WSI promissory
note, which is variable and tied to the prime interest rate.
EARNINGS BEFORE INTEREST TAXES DEPRECIATION AND AMORTIZATION ("EBITDA")
Earnings before interest taxes depreciation and amortization totaled $567,990
or 12.5% of revenue for the quarter ended December 31, 2000 compared to $904,106
or 21.5% of revenue for the similar quarter ended 1999. This decrease was
primarily the result of a settlement of an insurance claim for $200,000 during
the quarter ended December 31, 1999. Exclusive of this benefit EBITDA decreased
by $136,116 as a result of the increased costs of operations described above.
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LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its working capital needs, capital
expenditures, and acquisitions using internally generated funds as well as
borrowings from third parties and advances from its majority shareholder, WSI.
The Company's indebtedness currently consists of amounts owed to WSI described
below, insurance premiums that are financed over the course of each fiscal year,
debt incurred in connection with the leasing of the Chem-Clav unit, and the
indebtedness incurred in connection with the purchase of rolling stock.
On June 1, 2000 the Company declared a $0.0705 dividend on the series B
preferred stock which totaled $493,500 and represented the undeclared dividends
accrued for the period from June 24, 1999 through April 30, 2000. The resolution
called for the payment in cash from funds of the Corporation legally available
for the payment of dividends, as and when the Board of Directors may direct by
further resolution of the Board. In addition to the dividends declared,
undeclared dividends in arrears for the preferred stock as of December 31, 2000
totaled $429,183.
At December 31, 2000, the Company had net working capital, exclusive of
the note payable to its majority shareholder, of $891,958 compared to a net
working capital exclusive of the note payable to its majority shareholder of
$718,401 at September 30, 2000. This increase in net working capital of $173,557
was due to the increase in current assets, primarily accounts receivable, and
repayment of current liabilities.
Net cash used in operating activities was $57,778 during the three month
period ended December 31, 2000, compared to $424,727 provided by operations for
the three month period ended December 31, 1999. This decrease reflects the net
loss for the quarter ended December 31, 2000, as well as a one-time benefit from
the settlement of an insurance claim for $200,000 recorded in 1999.
Net cash used in investing activities for the three months ended December
31, 2000, was $76,741 compared to $73,993 for the same period in 1999. The
Company utilized these funds in the purchases of transportation, computer
equipment and software.
Net cash used in financing activities was $320,142 during the three month
period ended December 31, 2000, as compared to net cash us used in financing
activities of $464,856 during the three month period ended December 31, 1999.
The difference is primarily the result of repayment of notes payable, long term
debt and reduced borrowings.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings -
The Company is subject to certain other litigation and claims arising in
the ordinary course of business. Management believes the amounts ultimately
payable, if any, as a result of such claims and assessments will not have a
materially adverse effect on the Company's financial position, results of
operations or net cash flows.
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K -
EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Incorporation as amended (incorporated by reference
to Exhibit 3(a) of 3CI's registration statement on Form S-1 (No.
33-45632) effective April 14, 1992).
3.2 Amendment to 3CI's Certificate of Incorporation, as amended
effective June 13, 1995 (incorporated by reference to Exhibit 3.1 of
3CI's Quarterly Report on Form10-Q for the quarterly period ended
June 30, 1995).
3.3 Amendment to 3CI's Certificate of Incorporation, as amended
effective March 23, 1998 (incorporated by reference to Exhibit 3.3
of 3CI's registration statement on Form S-1 (No. 333-48499), filed
March 24, 1998).
3.4 Bylaws, effective May 14, 1995 (incorporated by reference to Exhibit
3.2 of 3CI's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1995).
3.5 Amendment of Bylaws effective October 1, 1998. (incorporated by
reference to Exhibit 3.5 of 3CI's Report on 10-K filed January 12,
1999).
3.6 Certificate of Designations of 3CI's Series A Preferred Stock
without par value (incorporated by reference to Exhibit 3.6 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed March 24,
1998).
3.7 Certificate of Designations of 3CI's Series B Preferred Stock
without par value (incorporated by reference to Exhibit 3.7 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed March 24,
1998).
3.8 Certificate of Designations of 3CI's Series C Preferred Stock
without par value (incorporated by reference to Exhibit 3.8 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed March 24,
1998).
4.1 Amended and Restated Secured Promissory Note dated October 1, 1998,
in the principal amount of $5,487,307.13 between 3CI and Waste
Systems, Inc. (incorporated by reference to Exhibit 4.4 of 3CI's
report on Form 10-K filed January 12, 1999).
4.2 Loan Agreement and Note Amendment dated December 18, 1998, by 3CI
and Waste Systems, Inc. (incorporated by reference to Exhibit 4.5 of
3CI's report on Form 10-K filed January 12, 1999).
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4.3 Letter Agreement and Note Amendment dated August 10, 2000 by 3CI and
Waste Systems, Inc. (incorporated by reference to Exhibit 4.3 of
3CI's report on Form 10-K filed December 29, 2000).
4.4 Letter Agreement and Note Amendment dated December 20, 2000 by 3CI
and Waste Systems, Inc. (incorporated by reference to Exhibit 4.4 of
3CI's report on Form 10-K filed December 29, 2000).
10.1 1992 Stock Option Plan of 3CI (incorporated by reference to Exhibit
10(m) of 3CI's registration statement on Form S-1 (No. 33-45632)
effective April 14, 1992).
10.2 Settlement Agreement dated January 1996 between James Shepherd,
Michael Shepherd and Richard T. McElhannon as Releassors, and the
Company, Georg Rethmann, Dr. Herrmann Niehues, Jurgen Thomas,
Charles Crochet and Waste Systems, Inc., as Releasees (incorporated
by reference to Exhibit 10.23 of 3CI's report on Form 10-K filed
January 14, 1997).
10.3 Exchange Agreement between 3CI and Waste Systems, Inc. dated as of
June 24, 1997 (incorporated by reference to Exhibit 10.12 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed March 24,
1998).
10.4 Stock Purchase and Note Modification Agreement between 3CI and Waste
Systems, Inc. dated as of February 19, 1998 (incorporated by
reference to Exhibit 10.13 of 3CI's registration statement on Form
S-1 (No. 333-48499), filed March 24, 1998).
10.5 Employment Agreement dated May 30, 1998, between 3CI and Charles D.
Crochet (incorporated by reference to Exhibit 10.9 of 3CI's
registration statement on Form S-1 (No. 333-48499), filed March 24,
1998).
10.6 Agreement dated September 30, 1998 among 3CI, Waste Systems, Inc.
and Stericycle, Inc. regarding Section 203 of the Delaware General
Corporation Law (incorporated by reference to Exhibit 10.14 of 3CI's
report on Form 10-K filed January 12, 1999).
10.7 Form of Indemnification Agreement dated August 26, 1998 entered into
between 3CI and Valerie Banner, David Schoonmaker, Charles Crochet,
Juergen Thomas, Dr. Werner Kook and Dr. Clemens Pues (incorporated
by reference to Exhibit 10.15 of 3CI's report on Form 10-K filed
January 12, 1999).
10.8 Form of Indemnification Agreement dated June 3, 1999 entered into
between 3CI and Robert Waller (incorporated by reference to Exhibit
10.11 of 3CI's report on Form 10-K filed January 12, 2000).
10.9 LaSalle National Leasing master lease agreement dated June 18, 1999
between LaSalle National Leasing as lessor and the Company as lessee
(incorporated by reference to Exhibit 10.12 of 3CI's report on Form
10-K filed January 12, 2000).
27.1* Financial Data Schedule
* Filed herewith
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REPORTS ON FORM 8-K - NONE
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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.
3CI COMPLETE COMPLIANCE CORPORATION
(Registrant)
Dated: February 14, 2001
By: /s/ Curtis W. Crane
---------------------------------
Curtis W. Crane, CPA
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27.1 -- Financial Data Schedule