As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SAFETY-KLEEN CORP.
(Exact Name of Registrant as Specified in its Charter)
WISCONSIN 39-6090019
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
ONE BRINCKMAN WAY 60123-7857
ELGIN, IL (Zip Code)
(Address of Principal
Executive Offices)
SAFETY-KLEEN NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN
(Full Title of the Plan)
SCOTT D. KRILL
SECRETARY
SAFETY-KLEEN CORP.
ONE BRINCKMAN WAY
ELGIN, IL 60123
(Name and Address of Agent for Service)
(847) 697-8460
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE(2) OFFERING PRICE FEE
- --------------------------------------------------------------------------------------
Common Stock, par
value $.10 per 50,000 $15.50 $775,000 $234.85
share. . . . . . .
- --------------------------------------------------------------------------------------
- ------------------------------------
</TABLE>
1 There are also being registered hereunder such indeterminant number of shares
of Common Stock as may be issued pursuant to antidilution provisions of the
Plan. This registration statement also registers deferred stock account
rights and any other securities which may be deemed issuable in connection
with the Plan. Since no additional consideration is payable for such rights
or other securities, no additional fee is payable by reason of the
registration thereof.
2 Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(h)(1) under the Securities Act of 1933, based upon the average of
the high and low prices of the Company's Common Stock on the New York Stock
Exchange on June 4, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Registrant's latest annual report or latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by Registrant's latest annual report or
prospectus referred to in (1) above;
(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-A dated August 24, 1990.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act 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 in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents.
Any statement contained herein or in a document 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 other
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subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference
to another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
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 Non-Employee Director Equity Compensation Plan
23 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 7.
3
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ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
4
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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) Insofar as indemnification for liabilities arising under the
Securities Act 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.
5
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
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 Non-Employee Director Equity Compensation Plan
23 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 7.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Corporation
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Elgin, State of Illinois, on this 6th day of June,
1997.
SAFETY-KLEEN CORP.
By: /S/ SCOTT D. KRILL
-------------------
Scott D. Krill
Secretary
Each person whose signature appears below constitutes and appoints John G.
Johnson and Scott D. Krill, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other 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 in and about the
premises, 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 their 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ DONALD W. BRINCKMAN Chairman of the Board June 6, 1997
- -------------------------
Donald W. Brinckman
/S/ JOHN G. JOHNSON, JR. President, Chief Executive June 6, 1997
- ------------------------- Officer and Director
John G. Johnson, Jr.
/S/ ANDREW A. CAMPBELL Senior Vice President and June 6, 1997
- ------------------------- Chief Financial Officer
Andrew A. Campbell
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/S/ CLIFFORD J. SCHULZ Controller and Chief June 6, 1997
- ------------------------- Accounting Officer
Clifford J. Schulz
/S/ RICHARD T. FARMER Director June 6, 1997
- -------------------------
Richard T. Farmer
/S/ EDGAR D. JANNOTTA Director June 6, 1997
- ------------------------------
Edgar D. Jannotta
/S/ PAUL D. SCHRAGE Director June 6, 1997
- ------------------------------
Paul D. Schrage
- ------------------------- Director
Russell A. Gwillim
- ------------------------------ Director
Karl G. Otzen
- ------------------------------ Director
Marcia E. Williams
- ------------------------------ Director
W. Gordon Wood
8
[logo]
Safety-Kleen Corp.
Non-Employee Director
Equity Compensation Plan
Effective May 9, 1997
SAFETY-KLEEN CORP.
<PAGE>
NON-EMPLOYEE DIRECTOR
EQUITY COMPENSATION PLAN
Safety-Kleen Corp. ("Company") hereby adopts the Safety-Kleen Corp.
Non-Employee Director Equity Compensation Plan ("Equity Plan"), effective May
9, 1997, to read as set forth in this document.
1. PURPOSE.
The primary purpose of the Equity Plan is to advance the interests of the
Company and its stockholders by providing a means by which the compensation of
Non-Employee Directors may be paid in the form of equity or equity equivalents.
By thus compensating Non-Employee Directors and increasing their equity or
equity equivalent position in the Company, the Company seeks to attract, retain,
compensate and motivate those highly competent individuals upon whose judgment,
initiative, leadership, and continued efforts the success of the Company in
large measure depends.
2. DEFINITIONS.
As used herein, the following terms shall have the meanings hereinafter set
forth:
(a) "Account" shall mean the record of Deferred Stock Units held for a
Non-Employee Director under the terms of the Equity Plan.
(b) "Annual Retainer" shall mean a Non-Employee Director's annual
retainer from the Company, as set from time to time by the Board.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Change of Control" shall mean the first to occur of any one or
more of the following:
(i) the acquisition or holding by any person, entity or "group"
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (each individually an "Acquiring Party"),
other that by the Company, any Subsidiary or any employee
benefit plan of the Company or a Subsidiary, of beneficial
ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 20% or more of the then-outstanding Common
Stock or the then-outstanding Voting Power of the Company;
provided, however, that no Change of Control shall
occur solely by reason of any such acquisition by a
corporation with respect to which, after such acquisition,
more than 60% of both the then-outstanding
common stock and the then-outstanding
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Voting Power of such corporation are then
beneficially owned, directly or indirectly, by the persons
who were the beneficial owners of the Common Stock
immediately before such acquisition, in substantially the
same proportions as their respective ownership, immediately
before such acquisition, of the then-outstanding Common
Stock and Voting Power of the Company; or
(ii) individuals who, as of the Effective Date, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided that
any individual who becomes a director after the Effective
Date whose election or nomination for election by the
Company's stockholders was approved by at least a majority
of the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in
connection with an actual or threatened "election contest"
relating to the election of the directors of the Company, as
such terms are used in Rule 14a-11 under the Exchange Act)
shall be deemed to be a member of the Incumbent Board; or
(iii) approval by the stockholders of the Company of (A) a merger,
reorganization or consolidation (an "Extraordinary
Transaction") with respect to which persons who were the
respective beneficial owners of the Common Stock immediately
before such Extraordinary Transaction would not, if such
Extraordinary Transaction were to be consummated immediately
after such stockholder approval (but otherwise in accordance
with the terms presented in writing to the stockholders of the
Company for their approval), beneficially own, directly or
indirectly, more than 60% of both the then-outstanding Common
Stock and the then-outstanding Voting Power of the corporation
resulting from such Extraordinary Transaction, of the
then-outstanding Common Stock and Voting Power of the Company,
(B) a liquidation or dissolution of the Company or (C) the sale
or other disposition of all or substantially all of the assets
of the Company in one transaction or a series of related
transactions.
Notwithstanding the foregoing, a Change of Control will not occur with respect
to any person who is, by agreement or understanding (written or otherwise), a
participant on such person's own behalf in a transaction which causes the Change
of Control to occur.
(e) "Common Stock" means the common stock of the Company.
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(f) "Company" means Safety-Kleen Corp., a Wisconsin corporation, and
its successors.
(g) "Deferred Stock Unit" means the right to receive one Share in the
future, subject to the provisions of the Equity Plan.
(h) "Dividend Date" means the record date for each regular quarterly cash
dividend on Common Stock.
(i) "Effective Date" means May 9, 1997.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(k) "Equity Plan" means the Safety-Kleen Corp. Non-Employee Director
Equity Compensation Plan, as set forth herein as the same shall be amended from
time to time.
(l) "Fair Market Value Per Share" as of any date means the closing sale
price for Common Stock as reported for the New York Stock Exchange Composite
Transactions as reported in the Midwest Edition of the WALL STREET JOURNAL for
that date, or if not so traded, the simple arithmetic mean between the closing
bid-and-asked prices thereof as reported for such Exchange on that date.
(m) "Meeting Fees" shall mean the fees paid to each Non-Employee Director
by the Company for attending a Board or Board committee meeting, as set from
time to time by the Board.
(n) "Non-Employee Director" means any person who is a member of the Board
and who, as of the Payment Date with respect to which such status is relevant,
is not an employee of the Company or any of its Subsidiaries.
(o) "Payment Date" means (i) each day, as designated by the Board, as of
which a Non-Employee Director's Meeting Fees are payable, and (ii) the day or
days each year, as designated by the Board, as of which a Non-Employee
Director's Annual Retainer is payable.
(p) "Share" means a share of Common Stock.
(q) "Subsidiary" means a corporation, partnership or other entity of
which the Company owns securities consisting of more than 50% of the Voting
Power.
(r) "Unforeseeable Emergency" means a severe financial hardship to the
Non-Employee Director resulting from a sudden and unexpected illness or accident
of the Non-Employee Director or of a dependent (as defined in Section 152(a) of
the Internal Revenue Code) of a Non-Employee Director, the loss of
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the Non-Employee Director's property due to casualty or other
similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control
of the Non-Employee Director. The circumstances that will constitute an
Unforeseeable Emergency will be determined by the Company depending upon the
facts of each case, in a manner consistent with Treasury Regulation Section
1.457-2(h)(4) and (5).
(s) "Voting Power" means the combined voting power of the then-outstanding
securities of a corporation entitled to vote generally in the election of
directors.
3. ELIGIBILITY.
Each Non-Employee Director as of a Payment Date shall participate in the Equity
Plan and shall continue to participate until he or she is no longer a
Non-Employee Director and Shares have been distributed for any Deferred Stock
Units held for him or her under the Equity Plan.
4. SHARES OF COMMON STOCK AVAILABLE.
(a) The number of Shares that may be issued under the Equity Plan, pursuant
to paragraphs 5 and 7 hereof shall not exceed 100,000, subject to proportionate
adjustment as determined by the Board (provided that if a Change of Control has
occurred, then such determination shall be made by a majority of the Incumbent
Board) in the event of any change in the outstanding Shares by reason of a
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination or exchange of shares, or any other change in corporate
structure or in the event any dividend is paid in Shares or other property.
(b) Shares issued under the Equity Plan may be newly issued Shares or
Shares that have been reacquired by the Company. Subject to Paragraph 13(d),
unless counsel has advised the Company that such action would violate a law
applicable to the Company, the Company shall reacquire a whole number of Shares
equal to the aggregate Shares payable hereunder as of each Payment Date and the
aggregate Deferred Stock Units credited hereunder as of each Payment Date and
each Dividend Date.
5. PAYMENT OF RETAINER AND FEES.
(a) If a member of the Board is a Non-Employee Director (i) his or her
Annual Retainer shall be paid in Shares or Deferred Stock Units as elected by
him or her pursuant to subparagraph (b), and (ii) his or her Meeting Fees shall
be paid as provided in clause (i), or in cash, as elected by him or her pursuant
to subparagraph (b). The number of Shares or Deferred Stock Units paid to a
Non-Employee director shall be determined by dividing the amount of Annual
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Retainer or Meeting Fees then being paid by the Fair Market Value Per Share on
the Payment Date.
(b) Except as provided in the next sentence, an election by a Non-Employee
Director under subparagraph (a) shall be made on a form provided by the Company
and shall be filed with the Company (i) with respect to his or her Annual
Retainer, no later than December 31 of the calendar year preceding the year for
which the Annual Retainer is paid; and (ii) with respect to his or her Meeting
Fees, no later than the 30th day before the meeting for which the Meeting Fee is
paid. Notwithstanding the foregoing, either such election may be filed,
effective for Annual Retainer and/or Meeting Fees payable after the date it is
filed, (i) within 30 days after the Effective Date, or (ii) within the first 30
days after the individual making the election first becomes a Non-Employee
Director. In the absence of an election to the contrary, each payment with
respect to Annual Retainer shall be made in Shares and each payment with respect
to Meeting Fees shall be made in cash.
6. DEFERRED STOCK ACCOUNT.
(a) The Company shall establish an Account for each Non-Employee Director
who elects to defer his or her Annual Retainer and/or Meeting Fees into Deferred
Stock Units hereunder. On each Payment Date, the Company shall credit the
Account with the number of Deferred Stock Units specified in Paragraph 5(a).
(b) At any time a balance is maintained in a Non-Employee Director's
Account, there shall be credited to the Account of such Non-Employee Director
additional Deferred Stock Units on each Dividend Date. The number of additional
Deferred Stock Units credited to the Non-Employee Director's Account shall be
determined by (i) multiplying the total number of Deferred Stock Units
(including fractional Deferred Stock Units) credited to such Account immediately
prior to the Dividend Date by the amount of the dividend per share and (ii)
dividing the product of clause (i) by the Fair Market Value Per Share as of the
date preceding the Dividend Date.
(c) In the event of any change in the outstanding Shares by reason of a
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination or exchange of shares, or any other change in corporate
structure or in the event any dividend is paid in Shares or other property, the
number of Deferred Stock Units credited to each Non-Employee Director's Account
shall be adjusted in such manner as the Board shall determine to be fair under
the circumstances, except that if a Change of Control shall have occurred, then
such determination shall be made by a majority of the Incumbent Board. In the
case of dividends payable in property, the amount paid shall be based on the
fair market value of the property at the time of distribution of the dividend,
as
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determined by a majority of the Board, or in the event of a Change of
Control, by a majority of the Incumbent Board.
7. DISTRIBUTION.
(a) A Non-Employee Director may specify on any form described in Paragraph
5(b) the date on which distribution of the portion of his or her Account
attributable to Annual Retainer and/or Meeting Fees covered by such form is to
be made or, in the case of a distribution in installments, the date distribution
is to begin, and whether such distribution is to be made in a lump sum or in up
to five equal annual installments. No date for distribution may be elected that
is earlier than the January 1 that is at least one year after any Payment Date
in the year for which the form is filed. If approved by the Board, a
Non-Employee Director who has elected a distribution date or distribution
commencement date may amend the elected date to elect a later distribution date
or distribution commencement date or a different form of payment; provided that
such subsequent election is made before the January 1 that is at least one year
before the distribution date previously elected. Subject to Paragraph 8, if no
date is specified for distribution, a Non-Employee Director's Account shall
become payable as of the Non-Employee Director's termination from service on the
Board.
(b) In the event of the death of a Non-Employee Director, the Deferred
Stock Units then credited to the Account shall be converted to Shares, as
provided above, as of the date of the Non-Employee Director's death, and such
Shares shall be paid to such surviving beneficiary or beneficiaries as the
Non-Employee Director may have designated by notice in writing to the Company
(on a form prescribed by the Company for that purpose), or, if no beneficiaries
are so designated, to the legal representative of such Director's estate.
(c) If a Non-Employee Director shall become totally and permanently
disabled, as determined by a majority of the Board, while he or she is a member
of the Board, the Deferred Stock Units then credited to the Account as of the
date of such total and permanent disability shall be converted to Shares, as
provided above, and such Shares shall be paid to such Non-Employee Director, or
his or her personal representative, within one hundred and twenty days of the
date of such determination of total and permanent disability.
(d) If a Non-Employee Director incurs an Unforeseeable Emergency, he or she
may elect to make a withdrawal from his or her Account, but only to the extent
reasonably needed to satisfy the emergency need. A Non-Employee Director who
wishes to receive a distribution pursuant to this Paragraph shall apply for such
distribution on forms provided by the Company and shall provide information to
the Company reasonably necessary to permit it to determine
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whether an Unforeseeable Emergency exists and the amount of the
distribution reasonably needed to satisfy the emergency need.
8. ACCELERATION OF DISTRIBUTION.
(a) Notwithstanding any other provision of the Equity Plan, if a Change of
Control occurs and at any time after the occurrence of such Change of Control
either of the following events occurs:
(i) The Non-Employee Director ceases for any reason to be a
member of the Board; or
(ii) The Equity Plan is terminated;
then the Deferred Stock Units then credited to the Account shall be
converted to cash based on the "Acceleration Price" (as defined
below) and such cash shall be paid to such Director. Such payment
shall be made by the Company as promptly as practicable, but not
later than thirty days following the date on which the right to such
payment arose.
(b) For purposes of this Paragraph, "Acceleration Price" shall mean
the greatest of:
(i) The highest reported sales price of a Share within the sixty
(60) days preceding the date of the Change of Control, as
reported on any securities exchange upon which Common Stock is
listed;
(ii) The highest price of a Share as reported in a Schedule 13D or
an amendment thereto that is paid within the sixty (60) days
preceding the date of the Change of Control;
(iii) The highest tender offer price paid for a Share; and
(iv) Any cash merger or similar price.
9. NONTRANSFERABILITY OF SHARES OR DEFERRED STOCK UNITS.
No Shares that have not yet been issued pursuant to Paragraph 5 or 7, or
Deferred Stock Units, shall be pledged, hypothecated or transferred by a
Non-Employee Director other than by will or the laws of descent and
distribution.
10. AMENDMENT AND TERMINATION.
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The Board, or any committee to the extent authorized by the Board, may make such
modifications to the Equity Plan as it shall deem advisable, without approval of
the stockholders of the Company, except as such stockholder approval may be
required under the listing requirements of any securities exchange registered
under the Exchange Act on which are listed any of the Company's equity
securities. Notwithstanding the foregoing, paragraph 8 may not be amended or
modified after the occurrence of a Change of Control, except to the extent that
an individual with an Account affected by such amendment or modification
consents thereto.
11. TERM.
The Equity Plan shall continue in effect without limit unless and until the
Board otherwise determines or until all Shares reserved hereunder have been
issued.
12. COMPLIANCE WITH SECURITIES LAWS.
It is the Company's intent that the Equity Plan comply with the provisions of
the Securities Act of 1933 and the Exchange Act (including Section 16 of the
Exchange Act and the rules promulgated thereunder). To the extent that any
provision of the Equity Plan is later found not to be in compliance with any of
the foregoing, such provision shall be deemed to be amended to the minimum
extent necessary so that it is in compliance.
13. MISCELLANEOUS.
(a) Neither the Equity Plan nor any action taken hereunder shall be
construed as giving any individual the right to continue to serve as a member of
the Board or otherwise to be retained in the service of the Company.
(b) No Shares shall be issued hereunder unless and until counsel for the
Company shall be satisfied such issuance will be in compliance with applicable
federal, state and other securities laws and regulations.
(c) The expenses of the Equity Plan shall be borne by the Company.
(d) Neither a Non-Employee Director nor any other person shall have any
interest in any fund or in any specific asset of the Company by reason of
amounts credited to the Account of such Director, or the right to exercise any
of the rights or privileges of a stockholder with respect to any Deferred Stock
Unit credited to such Account, nor the right to receive any distribution under
the Equity Plan except as expressly provided herein. The rights of the Director
shall be those of an unsecured general creditor of the Company.
(e) In accordance with the provision of the Equity Plan, the grant of
Deferred Stock Units hereunder and the obligation of the Company to deliver
9
<PAGE>
Shares shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any governmental or regulatory agency or
national securities exchange as may be required. The Company shall not be
required to issue or deliver any certificates for Shares prior to the completion
of any registration or qualification of such Shares under any federal or state
law or any ruling or regulation of any governmental body of national securities
exchange which the Company shall, in its sole discretion, determine to be
necessary or advisable.
(f) The Equity Plan shall be interpreted by and all questions arising in
connection herewith shall be determined by a majority of the Board, whose
interpretation or determination, when made in good faith, shall be conclusive
and binding, except in the event of a Change of Control, in which case such
interpretation and determination shall be made by a majority of the Incumbent
Board.
(g) The provisions of the Equity Plan shall apply to and be binding upon
the beneficiaries, distributees, personal representatives and any other
successors in interest of the Non-Employee Director.
(h) The Company shall be entitled to deduct from all distributions
hereunder any taxes required to be withheld by federal, state or local law. Such
deductions may be made by withholding Shares with a Fair Market Per Share equal
to the amount of such taxes, if so elected by the Non-Employee Director and
approved by the Company.
10
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 6, 1997 included or incorporated by reference in Safety-Kleen
Corp.'s Form 10-K for the year ended December 28, 1996 and to all references
to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
June 6, 1997
