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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): August 13, 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 5. Other Events
On August 13, 1999, Stericycle, Inc. (the "Company") entered into a stock
purchase agreement with certain investment funds managed by Bain Capital, Inc.
(the "investors") under which the investors will purchase 75,000 unregistered
shares of a new class of stock from the Company for $75,000,000. The purchase
will occur concurrently with the closing of the Company's pending acquisition
from Allied Waste Industries, Inc. ("Allied") of the medical waste management
operations of Allied and Browning-Ferris Industries, Inc. ("BFI") for $440
million in cash (the "BFI Transaction"), and is intended to provide the Company
with a portion of the financing necessary to complete the BFI Transaction.
Allied acquired BFI in a merger completed in July 1999.
The new class of stock to be purchased by the investors will be Series A
Convertible Preferred Stock ("Series A preferred stock"). It will accrue
dividends at the rate of 3.375% per annum, payable in additional shares of
Series A preferred stock, and will be convertible into shares of the Company's
common stock at a conversion price of $17.50 per share. The Series A preferred
stock will also have voting rights on an as-if-converted basis, with special
class voting rights on certain matters, and will possess certain demand and
piggyback registration rights. The Series A preferred stock will have a
liquidation preference over the Company's common stock in an amount equal to the
purchase price of the Series A preferred stock plus accumulated and accrued
dividends. Upon closing, the Company will increase the size of its board of
directors from seven to nine members, and the investors will be entitled to
designate two individuals to serve as directors of the Company.
Closing of the Company's sale of the Series A preferred stock to the
investors is subject to a number of conditions. These conditions include the
Company's obtaining the necessary approval of its stockholders to authorize the
creation of the new class of stock and the Company's closing of the BFI
Transaction.
The preceding description of the Company's stock purchase agreement with the
investors is a summary of certain of the provisions of the agreement, and of
related documents to be filed and agreements to be entered into at or prior to
the closing of the Company's sale of the Series A preferred stock, and is
qualified in its entirety by reference to the stock purchase agreement between
the Company and the investors. A copy of the stock purchase agreement is filed
as an exhibit to this Report. A copy of the Company's press release announcing
the transaction on August 16, 1999 is also filed as exhibit to this Report.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed with this Report:
Exhibit No. Description
10.1 Series A Convertible Preferred Stock Purchase Agreement dated
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August 13, 1999, between Stericycle, Inc. and certain investment
funds managed by Bain Capital, Inc.
99 Press release dated August 16, 1999 issued by Stericycle, Inc.
Exhibit 10.1 contains the following exhibits: Exhibits A ("First Amendment
to Amended and Restated Certificate of Incorporation"), Exhibit B ("Certificate
of Designation Relating to Series A Convertible Preferred Stock, Par Value $.01
Per Share"), Exhibit C ("Registration Rights Agreement") and Exhibit D
("Corporate Governance Agreement").
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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: August 20, 1999.
Stericycle, Inc.
By /s/ Mark C. Miller
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Mark C. Miller
President and Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
10.1 Series A Convertible Preferred Stock Purchase Agreement dated
August 13, 1999, between Stericycle, Inc. and certain investment
funds managed by Bain Capital, Inc.
99 Press release dated August 16, 1999 issued by Stericycle, Inc.
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