<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 33-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
SAFETY-KLEEN(R) CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 39-6090019
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7857
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
---------------------
SAFETY-KLEEN 1995 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
---------------------
ROBERT W. WILLMSCHEN, JR.
SENIOR VICE PRESIDENT FINANCE AND SECRETARY
SAFETY-KLEEN CORP.
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7857
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(847) 697-8460
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
COPY TO:
HYMAN K. BIELSKY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SAFETY-KLEEN CORP.
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7857
(847) 697-8460
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 1,500,000 shares $16.9375 $25,406,250 $8,761
per share
==================================================================================================
</TABLE>
(1) There are also being registered hereunder such indeterminate number of
shares of Common Stock as may be issued pursuant to the antidilution
provisions of the Plan and any plan interests or other securities which may
be deemed issuable in connection with the Plan. Since no additional
consideration is payable for such plan interests or other securities, no
additional fee is payable by reason of the registration thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, based on the average
of the high and low prices of the Company's Common Stock on the New York
Stock Exchange on June 6, 1996.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Safety-Kleen Corp., a
Wisconsin corporation ("Safety-Kleen" or the "Company"), with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the interim reporting
period ended March 23, 1996.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended ("the Exchange Act"), dated December 28,
1988, as amended by the Company's Form 8 dated August 24, 1990.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing such documents with the Commission.
Any statement contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares registered under this
Registration Statement will be passed on for the Company by Hyman K. Bielsky.
Mr. Bielsky has been an officer of the Company since 1993.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain provisions of the Wisconsin Business Corporation Law and Article IX
of the Registrant's by-laws provide for indemnification of directors and
officers under certain conditions, including the possibility of indemnification
against liabilities under the Securities Act of 1933. In addition, the
Registrant's directors and officers are insured under a directors and officers
liability insurance policy maintained by the Company.
2
<PAGE>
ITEM 8. EXHIBITS.
Number Description
- ------ -----------
4.1 Articles of Incorporation of Safety-Kleen Corp./1/
4.2 By-Laws of Safety-Kleen Corp./2/
4.3 Safety-Kleen 1995 Employee Stock Purchase Plan
4.4 Form of Participation Election under Safety-Kleen 1995
Employee Stock Purchase Plan
5 Opinion of Counsel as to the legality of the securities
being registered
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney/3/
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
- -----------------
/1/ Previously filed and incorporated herein by reference from Registrant's
Annual Report on Form 10-K for the fiscal year ended December 28, 1991.
/2/ Previously filed and incorporated herein by reference from Registrant's
Quarterly Report on Form 10-Q for the twelve weeks ended September 9, 1995.
/3/ Included in this Registration Statement at page 5.
3
<PAGE>
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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, thereunto duly
authorized, in the City of Elgin, State of Illinois, on the 12th of June, 1996.
SAFETY-KLEEN CORP.
By: /s/ ROBERT W. WILLMSCHEN, JR.
-------------------------------
Robert W. Willmschen, Jr.
Senior Vice President Finance
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John G. Johnson, Jr. and Robert W.
Willmschen, Jr., and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this registration statement, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ DONALD W. BRINCKMAN Chairman and Director June 12, 1996
- -------------------------------
Donald W. Brinckman
/s/ JOHN G. JOHNSON, JR. President, Chief Executive June 12, 1996
- ------------------------------- Officer and Director
John G. Johnson, Jr.
/s/ ROBERT W. WILLMSCHEN, JR. Senior Vice President June 12, 1996
- ------------------------------- Finance, Chief Financial
Robert W. Willmschen, Jr. Officer
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ CLIFFORD J. SCHULZ Controller, Chief June 12, 1996
- ------------------------------- Accounting Officer
Clifford J. Schulz
/s/ RICHARD T. FARMER Director June 12, 1996
- -------------------------------
Richard T. Farmer
/s/ RUSSELL A. GWILLIM Director June 12, 1996
- -------------------------------
Russell A. Gwillim
/s/ EDGAR D. JANNOTTA Director June 12, 1996
- -------------------------------
Edgar D. Jannotta
/s/ KARL G. OTZEN Director June 12, 1996
- -------------------------------
Karl G. Otzen
/s/ PAUL D. SCHRAGE Director June 12, 1996
- -------------------------------
Paul D. Schrage
/s/ MARCIA E. WILLIAMS Director June 12, 1996
- -------------------------------
Marcia E. Williams
/s/ W. GORDON WOOD Director June 12, 1996
- -------------------------------
W. Gordon Wood
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Number Description
- ------ -----------
4.1 Articles of Incorporation of Safety-Kleen Corp./1/
4.2 By-Laws of Safety-Kleen Corp./2/
4.3 Safety-Kleen 1995 Employee Stock Purchase Plan
4.4 Form of Participation Election under Safety-Kleen 1995
Employee Stock Purchase Plan
5 Opinion of Counsel as to the legality of the securities
being registered
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney/3/
- --------------------
/1/ Previously filed and incorporated herein by reference from Registrant's
Annual Report on Form 10-K for the fiscal year ended December 28, 1991.
/2/ Previously filed and incorporated herein by reference from Registrant's
Quarterly Report on Form 10-Q for the twelve weeks ended September 9, 1995.
/3/ Included in this Registration Statement at page 5.
7
<PAGE>
EXHIBIT 4.3
LOGO
SAFETY-KLEEN 1995 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan. The Plan described in this instrument shall have the
name "Safety-Kleen Employee Stock Purchase Plan" and is herein called "this
Plan." The purpose of this Plan is to provide eligible employees who wish to
invest in Safety-Kleen Corp. (the "Company") Common Stock, $.10 par value (the
"Common Stock"), a convenient and economical method of doing so. The Company
believes that employee participation in the ownership of the Company will be to
the mutual benefit of both the employees and the Company.
2. Participating Employers. The Company shall at all times be a
"participating employer" for purposes of this Plan. Any other corporation shall
be deemed to be a participating employer under this Plan if on the date as of
which the corporation's status is being determined either (i) the corporation
is a domestic subsidiary of the Company and the Compensation Committee
designated by the Company's Board of Directors (the "Board") has not determined
to exclude such corporation from being a participating employer under this Plan
or (ii) the corporation is a foreign subsidiary and the Compensation Committee
has determined to include such corporation as a participating employer under
this Plan (provided that the following foreign subsidiaries shall be
participating employers under the Plan until and unless the Compensation
Committee otherwise decides: Safety-Kleen U.K. Limited, Safety-Kleen Canada,
Inc., Safety-Kleen Oil Recovery Co., and Safety-Kleen Oil Service, Inc. The
term "subsidiary" whenever it is used in this Plan has the meaning it is given
in Section 424(f) of the Internal Revenue Code of 1986 (the "Code"). A
subsidiary shall be deemed a "domestic subsidiary" if it is incorporated in any
jurisdiction within the United States and a majority of its employees are
residents of the United States. A subsidiary shall be deemed a "foreign"
subsidiary if it does not qualify as a domestic subsidiary.
3. Eligible Employees. Every individual who is employed by a participating
employer on any particular Grant Date for options under this Plan shall be an
eligible employee on that Grant Date and shall be eligible to receive an option
granted on that Grant Date under this Plan, except that none of the following
individuals shall be an eligible employee on (or be entitled to receive any
options granted on) that particular Grant Date:
(a) an individual who has not been continuously employed by a
participating employer since January 1 of the year in which that Grant Date
occurs (provided that an individual who is employed by a participating
employer on that Grant Date and has been continuously employed since
January 1 of the year in which that Grant Date occurs by any combination of
one or more corporations who are participating employers on that Grant
Date, a subsidiary of the Company which is not a participating employer,
and any business acquired prior to that Grant Date by a participating
employer or any such subsidiary shall not be disqualified from
participation under this clause (a));
(b) an employee who is employed on a part time basis on that Grant Date;
(c) an individual who on that particular Grant Date is subject to Section
16 of the Securities Exchange Act of 1934 with respect to the Company's
Common Stock; or
(d) an employee who after giving effect to the option which would be
granted to him on that Grant Date would own (or hold options to purchase)
shares possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company or of its parent, if any, or any
subsidiary of the Company. In determining whether the stock ownership of an
employee equal or exceeds this 5% limit, the rules of Code Section 424(d)
shall apply, and stock which the employee may purchase under outstanding
options (whether or not such options qualify for the tax treatment afforded
by Code Section 421(a)) shall be treated as stock owned by the employee.
<PAGE>
4. Annual Option Grants. Options shall be granted under this Plan on June 1
of each of the years 1995 through 1999 except that in each of those years in
which June 1 falls on a Saturday, Sunday, or federal holiday, the options in
that year shall be granted on the first date immediately following that June 1
which is not a Saturday, Sunday or a federal holiday. The date upon which
options are granted under the preceding sentence in any particular year shall
be the "Grant Date" for each of the options granted on that date. Each
individual who is an eligible employee on the Grant Date in any year shall be
granted an option on that Grant Date pursuant to the terms of this Plan.
5. Employee Contributions.
a. Election to Contribute. Each individual who qualifies as an eligible
employee on the Grant Date in any particular year shall have the right (subject
to the limitations in this Plan) to decide whether or not to participate in the
Plan with respect to the option granted on that Grant Date and to decide the
amount he or she will contribute to the Plan with respect to that option,
provided that:
(1) no individual shall be entitled to contribute less than $2 per week
during that contributions period; and
(2) no individual shall be entitled to contribute more than 5% of the
individual's compensation from all participating employers for the pay days
occurring during the period beginning on June 1 of the year preceding the
year in which that Grant Date occurs and ending on the May 31 immediately
preceding that Grant Date (except that if such employee has been employed
by participating employers for less than that entire period such amount may
not exceed 5% of his or her annualized compensation for his or her period
of employment with participating employers determined in such manner as the
Compensation Committee shall approve).
In order to be entitled to participate in the Plan with respect to the option
granted on any particular Grant Date, an eligible employee must complete and
return a participation commitment on a form provided by the Company not later
than the June 30 immediately following the Grant Date in which the employee (i)
commits (subject to the provisions in this Plan) to the amount the employee
will contribute to the Plan with respect to that option (herein called the
employee's "committed amount" for that option) and (ii) authorizes payroll
deductions in such amount as will result in the full payment of the employee's
committed amount over a period (the "contributions period") of 52 weeks from
the date of the first payroll deduction.
b. Payroll Deduction. Payroll deductions with respect to each option will
begin with the first pay day after July 15 immediately following the Grant Date
of such option and shall continue with respect to that option until 52 weeks of
the employee's pay have been subject to deduction or the option is terminated
pursuant to part 11, whichever event occurs first. Cash payments are not
permitted under the Plan without the Company's consent and unless the Company
otherwise prescribes, any direct cash contributions which are made will be
treated in the same way payroll deductions are treated under the terms of this
Plan. The amounts of payroll deductions (and any other contributions) from
employees participating in the Plan shall be held by the Company and may be
used by the Company for any corporate purpose.
6. Option Price. Except as provided in the next sentence, the option price of
the Common Stock purchasable with each option granted under this Plan shall be
90% of the lower of (i) the fair market value (as defined below) of the Common
Stock on the Grant Date of the option or (ii) the fair market value of the
Common Stock on June 30 in the year after the year in which the Grant Date. For
purposes of the Plan, the "fair market value" of the Common Stock shall mean
the closing price per share as reported in the New York Stock Exchange-
Composite Transactions for the date for which fair market value is determined
provided that if no trading in the Common Stock on the New York Stock Exchange
shall be reported for that date, then the fair market value of the Common Stock
on that date shall be deemed to be the closing price for the Common Stock on
the latest day prior to that date upon which trading in the Common Stock shall
have occurred on the New York Stock
2
<PAGE>
Exchange. If the price per share prescribed by the preceding sentence shall be
deemed lower than the lowest price which would permit this Plan to qualify as
an "employee stock purchase plan" for purposes of Section 423(b) of the Code,
then such lowest price shall be substituted for the price otherwise prescribed
by the preceding sentence.
7. Number of Shares Issuable Upon Exercise of Each Option. Except as
otherwise provided in the next sentence, the number of shares which shall be
issuable to an eligible employee upon exercise of any particular option granted
to that employee under the Plan shall be the largest integral number of which
does not exceed the least of:
(a) the quotient obtained by dividing (i) the option price for the shares
(established as prescribed in Part 6) into (ii) the eligible employee's
committed amount for that option (established as prescribed in part 5)
(provided that if such quotient has a value to the right of the decimal
point equal to .5 or more, the quotient shall be rounded up to the next
higher integral number (e.g. a quotient of 100.5 would be rounded up to
101)), or
(b) twice the number obtained by dividing (i) 90% of the fair market
value per share of the Common Stock on the Grant Date of the option into
(ii) the eligible employee's committed amount for that option (established
as prescribed in part 5), or
(c) the number obtained by dividing $25,000 by the fair market value per
share of the Common Stock on the Grant Date of the option, or
(d) the maximum number of shares which can be purchased with the option
without causing the individual to exceed the limit imposed by clause (d) in
part 3 of this Plan.
In the event that exercise of options granted in any particular year would
cause the aggregate number of shares issued under this Plan to exceed the limit
imposed by Part 8, then the number of shares issuable by reason of the exercise
of any option granted in that year shall be reduced to the largest integral
number which is less than the number determined by multiplying the number of
shares which would have been issued by reason of the exercise of that option
but for this reduction times a fraction, the numerator of which is the number
of shares remaining available under this Plan prior to the exercise of any
options granted in that year and the denominator of which is the number of
shares which would be issued by reason of the exercise of all options granted
in that year but for this reduction.
8. Shares of Common Stock Subject to the Plan. The maximum number of shares
of Common Stock that will be sold under the Plan is 1,500,000 subject to
adjustment as provided in part 16. Shares subject to any option that are not
sold for any reason (including termination of such option prior to exercise)
will be available for other options granted under this Plan.
9. Exercise. Except as otherwise provided in part 11, each option granted in
any particular year shall automatically be exercised on June 30 of the
subsequent year (which shall be deemed the "exercise date" of that option). No
action on the part of the employee holding the option shall be necessary to
cause such exercise.
10. Issuance of Common Stock Certificates. Certificates for shares of Common
Stock issuable by reason of the exercise of any option granted under this Plan
will be issued to the individual to whom such option was granted upon full
payment for the shares that individual is entitled to purchase pursuant to that
option. No one shall have any rights with respect to the shares issuable under
any option until full payment for those shares is made. No fractional share
shall be issued in connection with the exercise of any option.
11. Option Termination.
a. Election Not To Participate. In the event any eligible employee shall
return an election to the Company declining to make any contribution with
respect to any option granted to that employee,
3
<PAGE>
then such option shall be deemed terminated and the employee shall not have any
right to purchase any shares under or by reason of the grant of that option.
The Company shall be entitled (but not obligated) to treat any eligible
employee from whom the Company has not received a written authorization for
payroll deductions with respect to any option by June 30 immediately following
the Grant Date of that option as having elected not to (i) make any
contributions to the Plan with respect to that option or (ii) purchase any
shares under that option, and in such event such option shall be deemed to have
terminated unexercised on that June 30.
b. Employee's Right to Terminate Election. An employee may elect to terminate
any option granted to such employee under this Plan, provided that (i) such
right of termination may not be exercised after the May 31 which first occurs
after the Grant Date of the option (the "Termination Deadline") and (ii) the
termination right may only be exercised in whole to eliminate the right to
purchase all shares with that option. Such termination right shall be deemed to
be exercised when the employee shall deliver written notice of termination to
such representative of the Company as the Company shall designate from time to
time in connection with the Plan. The Company shall have the right to treat as
ineffective any attempt to terminate made other than in accordance with Company
procedures or any attempt to terminate in accordance with Company procedures
which occurs on or after the Termination Deadline.
c. Termination of Employment. If prior to the exercise date of any option
granted under this Plan, the option holder's employment with all participating
employers shall terminate for any reason whatsoever (including but not limited
to death, retirement or termination by the employer with or without cause),
then such option shall terminate on the earliest date on which the option
holder shall not be employed by any participating employer. In no event shall
the grant of any option under this Plan be deemed to bestow on the person to
whom it is granted any right to employment or any right to damages in the event
employment is terminated for any reason or impair to any extent the Company's
right to terminate the employment of any individual.
d. Payroll Deduction Refund. Within 60 days after the termination of any
option granted under this Plan, the Company shall pay to the option holder an
amount equal to the aggregate amounts deducted from such holder's pay with
respect to such option (excluding withholding taxes and other such deductions
which would not have been available to pay the purchase price for shares
subject to the option). No interest shall accrue or be paid on any amounts
deducted, held or refunded pursuant to this Plan.
12. Nontransferability. No option granted under this Plan shall be assignable
or tranferable, and such option shall be exercisable only by the participating
employee during his lifetime. In the event the individual to whom an option was
granted under this Plan shall die or become disabled prior to the issuance of
the shares and/or payment due with respect to that option, then (i) such shares
and/or payment shall be issuable to the personal representative, administrator
or other person entitled thereto by reason of the death or disability and (ii)
the Company shall not be obligated to issue such shares or payment until it
receives such evidence as it shall require to establish to its satisfaction the
identity of the person entitled to receive such issuance.
13. Administration. The Plan will be administered by the Compensation
Committee ("Committee") of the Board as selected from time to time by the
Board. The Committee may enact rules and regulations for the administration of
the Plan and may decide questions which may arise with respect to its
interpretation or application. The Committee's interpretations and decisions
with respect to the Plan shall be final and conclusive.
14. Expenses. The Company will pay the expenses of administering the Plan.
4
<PAGE>
15. Effective Date of the Plan. The Plan shall become effective June 1, 1995,
subject to the approval, within 12 months before or after the adoption of the
Plan by the Board, of holders of at least a majority of the voting stock of the
Company voting in person or by proxy at a duly-held stockholders' meeting.
16. Adjustments.
a. Stock Splits. The number of shares subject to outstanding options, the
option price for which shares may be purchased upon the exercise of outstanding
options, and the number of shares available for options subsequently granted
under this Plan shall be appropriately adjusted to reflect any stock dividend,
stock split, or other action determined by the Committee to be similar to any
of the actions expressly indicated in this sentence in its substantive effect
upon this Plan or the options granted under this Plan.
b. Changes in Capitalization. In the event of any reorganization,
recapitalization, reclassification, merger, consolidation or sale of all or
substantially all of the Company's assets followed by liquidation or other
transaction which is effected in such a way that holders of Common Stock are
entitled to receive securities or other assets with respect to or in exchange
for Common Stock (a "Capital Change"), then (except as otherwise provided in
paragraph c immediately below) the Committee shall make appropriate changes to
assure that each outstanding option thereafter represents the right to acquire,
in lieu of or in addition to the shares of Common Stock subject to such option,
such securities or assets which the holder of such option would have received
if all shares subject to such option had been owned by such holder at the
record date for such Capital Change by reason of such ownership. In connection
with a Capital Change, the Committee shall make such changes in each option as
the Committee determines appropriate to reflect such Capital Change. The Board
of Directors shall have the right to make such changes in the kind of
securities or other property available for options granted under this Plan
after any Capital Change as the Board deems appropriate to reflect such Capital
Change. Unless the Committee shall otherwise determine, a cash distribution on
the Company's Common Stock shall not constitute a Capital Change for purposes
of this Plan. If no previous adjustments under this part 16 have been made
prior to a Capital Change, then the shares subject to each option at the time
of the Capital Change shall be deemed to be equal to the largest integral
number which is less than the result determined by dividing the fair market
value per share of the Common Stock on the Grant Date into the option holder's
committed amount. If an adjustment shall have been made under this section 16
prior to such Capital Change, then the shares subject to the option shall be
the shares and/or other property which shall be subject to that option after
giving effect to all adjustments under this part 16 which shall have occurred
prior to that Capital Change.
c. Alternative Treatment. In lieu of making the adjustment prescribed in the
preceding paragraph b, the Compensation Committee may with respect to any
Capital Change
(i) elect to make a cash payment to each option holder equal to the sum
of the amount of payroll deductions made with respect to that option
holder's option plus the product derived by multiplying the number of
shares subject to the option times the amount by which the fair market
value per share of the Common Stock at the time of the Capital Change shall
exceed the fair market value per share of the Common Stock at the Grant
Date of that option or
(ii) if the fair market value of the Common Stock when the Capital Change
occurs shall be less than the fair market value of the Common Stock on the
Grant Date of the option, elect to refund to each option holder the
aggregate amount of payroll deductions made with respect to that holder's
option, or
(iii) grant each option holder the right to purchase the shares and/or
other property subject to his or her option immediately after giving effect
to the adjustment prescribed in paragraph
5
<PAGE>
6b at a purchase price equal to the amount by which the option holder's
commited amount shall exceed payroll deductions made with respect to his or
her option but subject to the condition that if the purchase price is not
paid within 30 days after notice of such right is given the option holder,
the option holder shall only be entitled to receive a refund without
interest of such holder's payroll deductions with respect to the option.
If the Committee makes any of the elections prescribed in this paragraph c with
respect to any Capital Change, then each option holder's rights flowing from
that election as prescribed in this paragraph c shall be in lieu of (and shall
extinguish) all other rights which that holder might otherwise have had with
respect to such option or with respect to refund of the payroll deductions
previously made with respect to that option.
d. Final Determinations. The determination of the Committee or the Board as
to the nature of the adjustment to be made in response to any event
contemplated by this Part 16 shall be binding upon all persons concerned.
17. Amendment and Termination. No option may be granted nor may any employee
elect to participate in the Plan after December 31, 1999. The Board may at any
time terminate the Plan or make such changes or amendments as it shall deem
advisable without the approval of the stockholders of the Company. Without the
consent of an employee who has elected to participate in the Plan no
termination, modification or amendment of the Plan may adversely affect the
rights of such employee under options granted prior to such termination,
modification or amendment.
18. Government Regulations. The Plan and the grant and exercise of options
and the obligation of the Company to sell and deliver shares under such options
shall be subject to all applicable laws, rules and regulations and to such
approvals by any governmental agency as may be required.
19. Internal Revenue Code Requirements Control. The Company's objective is
that the Plan shall at all times constitute an "employee stock purchase plan"
within the meaning of Section 423(b) of the Code and that each option granted
under this Plan constitute an option granted under such an employee stock
purchase plan and accordingly: (i) all provisions in this Plan and in each
option granted under this Plan shall be interpreted and applied in a manner
which will satisfy that objective and (ii) if any requirement necessary to
satisfy that objective is not expressly contained in the Plan or such option,
then such requirement is by this reference incorporated herein and therein.
6
<PAGE>
EXHIBIT 4.4
BRANCH # OR RC#
PARTICIPATION ELECTION EMP. # SS#
FOR THE 1996 - 1997 PLAN YEAR NAME
ADDRESS
INSTRUCTIONS: Under the Safety-Kleen Corp. Employee Stock Purchase Plan,
you have the right to purchase Safety-Kleen common stock at a discount from its
market price. If you elect to participate this year, you will be entitled to
purchase stock at the lower of U.S. $____________ per share (which is 90% of the
closing price per share for Safety-Kleen common stock on the New York Stock
Exchange on June 3, 1996), except that if the closing price for Safety-Kleen
stock is lower on June 30, 1997 than it was on June 3, 1996, then your
contributions will be used to purchase Safety-Kleen common stock at a price per
share equal to 90% of that lower closing price.
If you decide to participate in the Plan this year, you have the right to
decide how much you wish to contribute to the plan subject to the following
limitations:
You must commit to contribute at least $104
The maximum amount you can contribute is U.S.$
-------------
Any contribution you make will be deducted from your pay in equal amounts
on every payday during the 52 week period beginning with you first payday after
July 15, 1996. If, for example, you elected to contribute the maximum amount
indicated above, the amount deducted from your pay every payday for the plan
would be
Every Payday U.S.$
-------------
Final Deduction U.S.$
-------------
Shares purchased with your contributions will be issued to you on July 10,
1997. You should receive your certificate about August 1, 1997.
There is no obligation to participate in the Plan. If you decide NOT to
participate this year, you can decide to participate in any later year that the
Plan remains in operation and you remain employed by Safety-Kleen.
<PAGE>
PLEASE MAKE ONE OF THE FOLLOWING DECISIONS:
[_] Participation Commitment: I commit to participate in the Safety-Kleen
1995 Employee Stock Purchase Plan this year and authorize the
following total amount to be deducted from my pay in equal
installments during the 52 week period beginning with the first pay
day after July 15, 1996:
Total Commitment U.S.$
---------------
[_] ELECTION NOT TO PARTICIPATE: I confirm that I have decided NOT to
participate in the Safety-Kleen 1995 Employee Stock Purchase Plan
during the 1996-1997 plan year.
By signing this form, I confirm that I have received a copy of the new
Safety-Kleen 1995 Employee Stock Purchase Plan and a copy of the Information
Statement dated June 3, 1996 providing information about the Plan. I understand
and agree that the Plan contains terms which control my rights to purchase stock
under the Plan.
--------------------------------------------
(Signature)
--------------------------------------------
(Date)
<PAGE>
[LOGO]
INSTRUCTIONS:
In order to be entitled to participate this plan year, you must complete
this commitment and deliver it not later than June 30, 1996 to:
SAFETY-KLEEN CORP.
FINANCIAL RELATIONS DEPARTMENT
1000 NORTH RANDALL ROAD
ELGIN, ILLINOIS 60123-7657
If you elect to participate this year, you must complete the participation
commitment included with this package. You should fill in the blank in the
participation commitment to indicate the total amount you want to contribute
this plan year. Safety-Kleen will divide the total amount you put in the blank
into equal installments and deduct one installment from each paycheck you
receive during the 52 week period beginning with your first payday occurring on
or after July 15, 1996.
Your contributions will be used to purchase Safety-Kleen Common Stock at a
10% discount from the closing price for Safety-Kleen stock on June 3, 1996.
Please note that the plan has been revised so that if the market price for
Safety-Kleen stock drops during the 52 week period while your deductions are
being made, your purchase price will also drop: in that case your purchase price
will be equal to 90% of the closing price for Safety-Kleen stock on June 30,
1997.
If you decide to participate this year, you will have the right to
terminate your commitment at any time up to May 31, 1997. Your termination will
be effective upon delivery of a written notice of termination to the Financial
Relations Department, at the address given to you above. Within 60 days after
your termination notice is received, Safety-Kleen will refund to you all
deductions from your pay made under this participation commitment but you will
not receive any interest on the amount refunded. If your written termination
notice is not received on or before May 31, 1997 at the place specified above,
you will lose the right to terminate your commitment, and your contributions
will be used to purchase Safety-Kleen shares at the price indicated on the
reverse side.
There is no obligation to participate in the Plan. If you do not wish to
participate this year, please check the "Election Not to Participate" on the
reverse side of this form, sign the form and return it to Safety-Kleen.
If Safety-Kleen does not receive a completed election from you at the place
indicated above on or before June 30, 1996, you will lose your right to
participate in the plan during the 1996-1997 plan year. In other words, the
effect of doing nothing will be to give up your right to buy stock at a discount
during the 1996-1997 plan year.
<PAGE>
If you have any questions about how much you may contribute per week or
other questions about the Plan, please contact:
JUDY BADGEROW AT 847/468-2309
OR
JOHN MILLER AT 847/468-2283
This document is hereby designated as part of a prospectus under the
Securities Act of 1933 covering the shares issuable under the Safety-Kleen 1995
Employee Stock Purchase Plan.
<PAGE>
EXHIBIT 5
[SAFETY-KLEEN LETTERHEAD]
June 12, 1996
Safety-Kleen Corp.
1000 North Randall Road
Elgin, Illinois 60123-7857
Re: Registration of 1,500,000 Shares of Safety-Kleen Corp. Common
Stock on Form S-8
-----------------
Ladies/Gentlemen:
I am a Senior Vice President and the General Counsel of Safety-Kleen Corp.,
a Wisconsin corporation (the "Company"). I have acted as counsel for the Company
in connection with the registration of 1,500,000 shares of common stock, $.10
par value, of the Company (the "Common Stock"), issuable under its 1995 Employee
Stock Purchase Plan (the "Plan"). As counsel to the Company, I, or attorneys
under my supervision have examined, among other things, the registration
statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission with respect to such shares (the "Registration Statement"),
and have also examined the proceedings and other actions taken by the Company in
connection with the authorization and reservation of the Common Stock issuable
under the Plan.
Based upon the foregoing, and in reliance thereon, I am of the opinion that
the 1,500,000 shares of Common Stock registered under the Registration
Statement, when issued, delivered and paid for in the manner described in the
Plan, will be legally and validly issued, fully paid and non-assessable, except
as provided in Section 180.0622 of the Wisconsin Business Corporation Law, which
provides "[t]he shareholders of every corporation . . . are personally liable to
an amount equal to the par value of shares owned by them respectively . . . for
all debts owing to employees of the corporation for services performed for such
corporation, but not exceeding 6 months' service in any one case."
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HYMAN K. BIELSKY
Hyman K. Bielsky
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 5, 1996 included or incorporated by reference in the Safety-Kleen Corp.
Form 10-K for the year ended December 30, 1995, and to all references to our
Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 12, 1996
