<PAGE> 1
As filed with the Securities and Exchange Commission on February 12, 1998
Registration No. -
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CLEAN HARBORS, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2997780
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1501 WASHINGTON STREET, BRAINTREE, MASSACHUSETTS 02185-0327
(Address of principal executive offices) (Zip Code)
CLEAN HARBORS, INC. EQUITY INCENTIVE PLAN
(Full title of plan)
--------------------------
C. MICHAEL MALM
DAVIS, MALM & D'AGOSTINE, P.C.
ONE BOSTON PLACE
BOSTON, MASSACHUSETTS 02108
(Name and address of agent for service)
617-367-2500
(Agent's telephone number, including area code)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee (1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 800,000 $1.375 $1,100,000.00 $324.50
per share
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</TABLE>
(1) Computed under Rule 457(c) and (h) based upon the market price of the
registrant's Common Stock on the NASDAQ National Market on February 10, 1998.
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: From time to time after the
effective date of this Registration Statement.
<PAGE> 2
INFORMATION REQUIRED BY INSTRUCTION E TO FORM S-8
In accordance with instruction E to Form E, this Registration Statement
registers an additional 800,000 shares of the Common Stock, $.01 par value
("Common Stock"), of Clean Harbors, Inc. (the "Company") which are to be issued
in the future pursuant to awards granted under the Company's Equity Incentive
Plan (the "Plan"). The Company has previously registered 450,000 shares of
Common Stock for issuance under the Plan under Registration Statement No.
33-51452 (the "Original Registration Statement"). The Original Registration
Statement is herein incorporated by reference. As described in the Original
Registration Statement, the Company hereby incorporates by reference into this
Registration Statement certain filings previously made and hereafter to be made
by the Company under the Securities Exchange Act of 1934, as amended (File No.
0-16379).
OPINIONS AND CONSENTS
The following opinions and consents are filed as a part of this
Registration Statement:
5 Opinion of Davis, Malm & D'Agostine, P.C. as to the
legality of the securities being registered (filed
herewith).
24.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
24.2 Consent of Davis, Malm & D'Agostine, P.C. is contained in
their opinion filed as Exhibit 5.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Clean Harbors, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 16th day of December, 1997.
CLEAN HARBORS, INC.
By /S/ ALAN S. MCKIM
--------------------------------
Alan S. McKim
Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Alan S. McKim, Carl Paschetag, Jr., and
C. Michael Malm, jointly and severally, his attorneys-in-fact, each with the
power of substitution and resubstitution, for him in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/S/ ALAN S. MCKIM Chairman of the Board December 16, 1997
- ---------------------- and Chief Executive Officer
Alan S. McKim
/S/ CARL PASCHETAG, JR Treasurer, Vice President, December 16, 1997
- ---------------------- and Controller (principal
Carl Paschetag, Jr. financial and accounting
officer)
</TABLE>
II-2
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<TABLE>
<CAPTION>
<S> <C> <C>
/S/ CHRISTY W. BELL Director December 16, 1997
- ----------------------
Christy W. Bell
/S/ DAVID A. ECKERT Director December 16, 1997
- ----------------------
David A. Eckert
- ---------------------- Director
John F. Kaslow
/S/ DANIEL J. MCCARTHY Director December 16, 1997
- ----------------------
Daniel J. McCarthy
- ---------------------- Director
John T. Preston
- ---------------------- Director
Paul W. Russo
/S/ LORNE R. WAXLAX Director December 16, 1997
- ----------------------
Lorne R. Waxlax
</TABLE>
II-3
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EXHIBIT 5
December 18, 1997
Clean Harbors, Inc.
1501 Washington Street
Braintree, Massachusetts 02185
Gentlemen:
You are seeking to register 800,000 shares of Common Stock, $.01 par value
per share, of Clean Harbors, Inc. (the "Company") under the Securities Act of
1933, as amended, for issuance pursuant to awards granted under the Clean
Harbors, Inc. Equity Incentive Plan (the "Equity Incentive Plan"). You have
requested that we furnish to you an opinion as to the legality of these
securities, which opinion is to be filed as Exhibit 5 to your Registration
Statement on Form S-8 with respect to such securities (the "Registration
Statement").
We have examined the Articles of Organization and By-Laws of the Company,
as amended, copies of votes of the Board of Directors of the Company, the
Registration Statement as proposed to be filed with the Securities and Exchange
Commission (the "Commission") with respect to the offering of such securities,
and such other documents as we deemed pertinent. We have also made such
examination of law as we have felt necessary in order to render this opinion.
We are of the opinion and advise you that, upon their registration under
the Registration Statement and their issuance in accordance with the Equity
Incentive Plan, the shares of Common Stock being registered will be legally
issued, fully paid and nonassessable.
This opinion does not pass on the application of the "Blue Sky" or
securities law of the various states.
We hereby consent that this opinion may be filed as an exhibit to the
Registration Statement. We further consent to the use of our name and to all
references to us included in or made a part of the Registration Statement.
Yours very truly,
DAVIS, MALM & D'AGOSTINE, P.C.
By:/S/ C. MICHAEL MALM
----------------------------------
C. Michael Malm,
Managing Director
CMM/JDC/ms
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EXHIBIT 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Clean Harbors, Inc. and its subsidiaries on Form S-8 of our report dated
February 5, 1997, on our audits of the consolidated financial statements and
financial statement schedule of Clean Harbors, Inc. (the "Company") as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and
1994, which report is included in the Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 10, 1998
