STERICYCLE INC
8-A12G, 1996-08-21
HAZARDOUS WASTE MANAGEMENT
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM 8-A


                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                          ----------------------------------

                                   STERICYCLE, INC.
       (Exact name of registrant as specified in its charter)


    DELAWARE                                     36-3640402
    (State of incorporation or organization)     (I.R.S. Employer
                                                 Identification No.)

    1419 LAKE COOK ROAD, SUITE 410
    DEERFIELD, ILLINOIS                            60015
    (Address of principal executive offices)     (Zip Code)
                         -----------------------------------

          Securities to be registered pursuant to Section 12(b) of the Act:

    Title of each class                      Name of each exchange on which
    to be so registered                        each class is to be registered

                   None                               None
                        -----------------------------

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box.  [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.  [ ]

                           --------------------------------

          Securities to be registered pursuant to Section 12(g) of the Act:

                                     COMMON STOCK
                               PAR VALUE $.01 PER SHARE
                                   (Title of class)

<PAGE>

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

    The Common Stock, par value $.01 per share, of Stericycle, Inc. (the
"Registrant") to be registered by this Registration Statement is described in
the section "Description of Capital Stock" in the Registration Statement on
Form S-1 (Registration No. 333-05665) that the Registrant filed with the
Securities and Exchange Commission on June 11, 1996 (the "S-1 Registration
Statement"), which is incorporated by reference.

ITEM 2. EXHIBITS.

    1.        Amended and Restated Certificate of Incorporation of the
              Registrant:  incorporated by reference to Exhibit 3.1 to the S-1
              Registration Statement.

    2.        Amended and Restated By-Laws of the Registrant:  incorporated by
              reference to Exhibit 3.1 to the S-1 Registration Statement.

    3.        Specimen certificate for shares of the Registrant's Common Stock,
              par value $.01 per share:  incorporated by reference to Exhibit
              4.1 to the S-1 Registration Statement.


                                      SIGNATURE

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

         Dated:  August 20, 1996.


                                  STERICYCLE, INC.


                                  By:  /s/ Mark C. Miller
                                       ----------------------------------
                                       Mark C. Miller
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER


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