<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------------------
STERICYCLE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3640402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1419 LAKE COOK ROAD, SUITE 410
DEERFIELD, ILLINOIS 60015
(Address of principal executive offices)
STERICYCLE, INC.
AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN
(Full title of the plan)
MARK C. MILLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STERICYCLE, INC.
1419 LAKE COOK ROAD, SUITE 410
DEERFIELD, ILLINOIS 60015
(847) 945-6550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 492,957 shares $8.88 $4,374,993.38 $1,508.62
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c), in accordance with Rule 457(h)(1), on the
basis of the last reported sales price on March 18, 1997 of a share of the
Registrant's Common Stock on the Nasdaq National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The information required by Item 1 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The information required by Item 2 is omitted from this Registration
Statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant incorporates by reference in this Registration Statement the
following documents which the Registrant has filed with the Securities and
Exchange Commission (the "Commission"):
(a) the Prospectus, dated August 23, 1996, which the Registrant filed on
August 23, 1996 pursuant to Rule 424(b)(1) and which forms a part of
the Registration Statement on Form S-1 which the Registrant filed on
June 11, 1996 (Registration No. 333-05665) and amended by Amendments
Nos. 1, 2, 3, 4 and 5 which the Registrant filed on July 15, July 29,
August 2, August 15 and August 21, 1996, respectively, and which, as
amended, was declared effective by the Commission on August 22, 1996;
(b) the Quarterly Report on Form 10-Q which the Registrant filed for the
quarterly period ended September 30, 1996;
(c) the Current Report on Form 8-K, dated December 20, 1996, which the
Registrant filed on January 6, 1997 and the related (i) Current Report
(Amended) on Form 8-K/A, dated December 20, 1996, which the Registrant
filed on January 23, 1997 and (ii) Current Report on Form 8-K/A, dated
December 20, 1996, which the Registrant filed on March 5, 1997; and
(d) the description of the Registrant's Common Stock, par value $.01 per
share, contained in the Registration Statement on Form 8-A which the
Registrant filed on August 21, 1996, together with any amendment or
report that the Registrant may file for the purpose of updating this
description.
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All documents that the Registrant files with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the filing of this Registration Statement but prior to the filing
of a post-effective amendment (1) which indicate that all of the shares of the
Registrant's Common Stock covered by this Registration Statement (the "Shares")
have been sold or (2) which deregister all of the Shares then remaining unsold,
shall be deemed to be incorporated by reference in and to be part of this
Registration Statement from their respective dates of filing.
Any statement in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement in this Registration Statement, or in
any document filed after the filing of this Registration Statement which is
deemed to be incorporated by reference in this Registration Statement, modifies
or supersedes the earlier statement. The earlier statement shall be deemed to be
incorporated in this Registration Statement only as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
This item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Shares is being passed upon for the Registrant by
Johnson and Colmar, 300 South Wacker Drive, Suite 1000, Chicago, Illinois 60601,
who serve as the Registrant's outside general counsel. Members and associates of
Johnson and Colmar directly or indirectly beneficially own 2,572 shares of the
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In response to this item, the Registrant incorporates by reference in this
Registration Statement its response to Item 14 ("Indemnification of Directors
and Officers") of Part II ("Information Not Required in Prospectus") of the
Registration Statement on Form S-1 which the Registrant filed on June 11, 1996
(Registration No. 333-05665) and which, as amended, was declared effective on
August 22, 1996.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
This item is not applicable.
ITEM 8. EXHIBITS
4.1 Stericycle, Inc. Amended and Restated Incentive Compensation Plan
5.1 Opinion of Johnson and Colmar
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<PAGE>
23.1 Consent of Ernst & Young LLP
23.2 Consent of Johnson and Colmar (filed as part of Exhibit 5.1)
25.1 Power of attorney (included under the caption "Power of Attorney" on
page 6).
ITEM 9. UNDERTAKINGS
RULE 415 OFFERING
The Registrant undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(b) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(c) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that undertakings (1)(a) and (1)(b) shall not apply if
the information required to be included in a post-effective amendment by
those undertakings is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
which are incorporated by reference in this Registration Statement;
(2) 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; and
(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.
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FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The Registrant 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 which is incorporated by
reference in this 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.
COMMISSION POSITION ON INDEMNIFICATION
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 Delaware General Corporation Law or the Registrant's
amended and restated certificate of incorporation, as described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Shares, 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Village of Deerfield, State of Illinois, on March 20, 1997.
STERICYCLE, INC.
By: /s/ MARK C. MILLER
----------------------------------------
Mark C. Miller
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below who is then an officer or
director of the Registrant authorizes Mark C. Miller and James F. Polark, or
either of them, with full power of substitution and resubstitution, to sign in
his name and to file any amendments (including post-effective amendments) to
this Registration Statement and all related documents necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in this
Registration Statement (as it may be so amended) as Mark C. Miller or James F.
Polark, or either of them, may deem appropriate, and to do and perform all other
related acts and things necessary to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
NAME TITLE DATE
/s/ JACK W. SCHULER Chairman of the Board of March 20, 1997
- ----------------------------- Directors
Jack W. Schuler
/s/ MARK C. MILLER President, Chief Executive March 20, 1997
- ----------------------------- Officer and a Director
Mark C. Miller (Principal Executive Officer)
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/s/ JAMES F. POLARK Vice President, Finance and March 20, 1997
- ----------------------------- Chief Financial Officer
James F. Polark (Principal Financial and
Accounting Officer)
/s/ PATRICK F. GRAHAM Director March 20, 1997
- -----------------------------
Patrick F. Graham
/s/ JOHN PATIENCE Director March 20, 1997
- -----------------------------
John Patience
/s/ PETER VARDY Director March 20, 1997
- -----------------------------
Peter Vardy
/s/ L. JOHN WILKERSON, Ph.D Director March 20, 1997
- -----------------------------
L. John Wilkerson, Ph.D.
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<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4.1 Stericycle, Inc. Amended and Restated Incentive 9
Compensation Plan
5.1 Opinion of Johnson and Colmar 17
23.1 Consent of Ernst & Young LLP 19
23.2 Consent of Johnson and Colmar (filed as part of
Exhibit 5.1)
24.1 Power of Attorney (included under the caption
"Power of Attorney" on page 6).
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<PAGE>
EXHIBIT 4.1
STERICYCLE, INC.
AMENDED AND RESTATED
INCENTIVE COMPENSATION PLAN
The Stericycle, Inc. Incentive Compensation Plan, as amended, is amended
and restated to read as follows, effective as of the closing of the initial
public offering for which the Company has filed a registration statement on Form
S-1 (Registration No. 333-05665).
ARTICLE 1
PURPOSE
The purpose of this Plan is to permit the Company to grant stock options
and award restricted stock to selected officers, directors and employees of the
Company and its Subsidiaries and to other eligible persons, in order to reward
them for their efforts on the Company's behalf and to provide an additional
incentive to contribute to the Company's attainment of its performance
objectives.
ARTICLE 2
DEFINITIONS
BOARD means the Company's Board of Directors.
COMMON STOCK means the Company's Common Stock, $.01 par value.
CLOSING PRICE means the average of the closing bid and asked prices of a
share of Common Stock on the Nasdaq National Market.
COMPANY means Stericycle, Inc., a Delaware corporation.
DIRECTOR means a director of the Company.
ELIGIBLE PERSON means a person or entity eligible under Article 6 to be
granted an Option or awarded Restricted Stock.
EMPLOYEE means a full-time employee of the Company or any Subsidiary.
EXPIRATION DATE means (i) in the case of an Option which is or may become
exercisable in full at one time, the last day on which the Option may be
exercised,
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and (ii) in the case of an Installment, the last day on which the Installment
may be exercised.
GRANT DATE means the date on which an Option is granted.
ISO is defined in Article 5.
INSTALLMENT means an installment of an Option which is or may become
exercisable in installments.
NON-EMPLOYEE DIRECTOR means a Director who (i) is not currently an Officer
or Employee, (ii) does not receive direct or indirect compensation from the
Company or any Subsidiary for services rendered as a consultant, or in any
capacity other than as a Director, in an amount for which disclosure would be
required under Item 404(a) of Regulation S-K of the Securities and Exchange
Commission, (iii) does not possess an interest in any other transaction for
which disclosure would be required under Item 404(a) of Regulation S-K and (iv)
is not engaged in a business relationship for which disclosure would be required
under Item 404(a) of Regulation S-K.
NSO is defined in Article 5.
OFFICER means (i) the Company's President and Chief Executive Officer, (ii)
any Vice President of the Company and (iii) any other person who is considered
an "officer" of the Company for purposes of Rule 16a-1(f) under the Securities
Exchange Act of 1934.
OFFICER OPTIONS COMMITTEE is defined in Paragraph 7.2.
OPTION means an option granted under this Plan to purchase shares of Common
Stock.
OPTION AGREEMENT is defined in Paragraph 8.6.
PLAN means this plan, as amended and restated and as it may be further
amended. The name of the Plan is the "Stericycle, Inc. Incentive Compensation
Plan."
PLAN ADMINISTRATOR means, as the context requires, (i) the Board or the
committee of the Board to which the Board has delegated its authority in
accordance with Paragraph 7.1 (in the context of the administration of this Plan
in respect of Eligible Persons other than Officers) or (ii) the Officer Options
Committee (in the context of the administration of this Plan in respect of
Officers).
OFFICER-EMPLOYEE means an Officer who is also an Employee.
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RESTRICTED STOCK means shares of Common Stock awarded under the Plan.
RESTRICTED STOCK AGREEMENT is defined in Article 10.
10% STOCKHOLDER means an Officer or Employee who, at the time that he or
she is granted an ISO, owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company.
SUBSIDIARY means a corporation in which the Company owns stock possessing
at least 50% of the total combined voting power of all classes of stock.
TERMINATION DATE means the date of termination of an Employee's or
Officer-Employee's employment by the Company or a Subsidiary.
UNDERLYING SHARES means the shares of Common Stock for which an Option or
Installment is or may become exercisable.
ARTICLE 3
EFFECTIVE DATE AND TERM OF PLAN
This Plan became effective on August 1, 1995, subject to approval by the
Company's stockholders, and has term of 10 years expiring on July 31, 2005. No
Option may be granted and no Restricted Stock may be awarded under this Plan
after its expiration.
ARTICLE 4
SHARES AVAILABLE UNDER THE PLAN
4.1 MAXIMUM NUMBER OF SHARES. The maximum combined total number of shares
of Common Stock for which Options may be granted and Restricted Stock may be
awarded under this Plan is 1,500,000 shares (subject to adjustment as provided
in Paragraph 11.1).
4.2 SHARES ADDED BACK. If an Option or Installment expires unexercised or
is surrendered prior to July 31, 2005, the number of Underlying Shares in
respect of the Option or Installment shall be added back to the number of shares
of Common Stock for which Options may be granted and shares of Restricted Stock
may be awarded under this Plan. Similarly, if the Company repurchases any shares
of Restricted Stock pursuant to a Restricted Stock Agreement (or otherwise), the
number of shares repurchased shall be added back to the number of shares of
Common Stock for which Options may be granted and shares of Restricted Stock may
be awarded under this Plan.
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ARTICLE 5
TYPES OF OPTIONS
Two types of Options may be granted under this Plan: (i) incentive stock
options intended to satisfy the requirements of Section 422 of the Internal
Revenue Code of 1986 ("ISOs") and (ii) nonstatutory stock options ("NSOs").
ARTICLE 6
ELIGIBILITY
NSOs may be granted, and Restricted Stock may be awarded, to Employees,
Officers and Directors and to consultants to the Company (who also may be
Directors). ISOs may be granted only to Employees and to Officer-Employees.
ARTICLE 7
ADMINISTRATION
7.1 BOARD. This Plan shall be administered by the Board in respect of all
Eligible Persons other than Officers. The Board may delegate its authority to a
standing committee of the Board or to a committee appointed by the Board for the
purpose consisting of at least two Directors.
7.2 OFFICER OPTIONS COMMITTEE. The Plan shall be administered by a
committee (the "Officer Options Committee") in respect of Officers. The Officer
Options Committee shall be or consist of (i) the Compensation Committee of the
Board, or (ii) if any member of the Compensation Committee is not a Non-Employee
Director, the members of the Compensation Committee who are Non-Employee
Directors, or (iii) if there are not at least two members of the Compensation
Committee who are Non-Employee Directors, the full Board.
7.3 POWERS. The Board shall have sole authority to grant Options and to
award Restricted Stock to Eligible Persons other than Officers, and the Officers
Option Committee shall have sole authority to grant Options and to award
Restricted Stock to Officers. Within the scope of their respective authority and
subject to the express provisions of this Plan, the Board and the Officer
Options Committee may (i) select the Eligible Persons to whom Options are
granted or Restricted Stock is awarded, (ii) designate an Option as an ISO or
NSO, (iii) determine the number of shares of Common Stock for which an Option is
granted or Restricted Stock is awarded and (iv) determine the other terms,
conditions, restrictions and limitations applicable to an Option or an award of
Restricted Stock.
7.4 INTERPRETATION. Within the scope of their respective authority and
subject to the express provisions of this Plan, the Board and the Officer
Options Committee
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may interpret this Plan, adopt and revise policies and procedures to administer
this Plan, and make all determinations required for this Plan's administration.
The actions of the Board and the Officer Options Committee on matters within the
scope of their respective authority shall be final and binding.
ARTICLE 8
STOCK OPTIONS
8.1 EXERCISE PRICE. The Plan Administrator shall determine the exercise
price of each Option. The exercise price per share may not be less than the
Closing Price on the Grant Date of the Option (or on the last trading day
preceding the Grant Date if it is not a trading day).
8.2 TERM. The Plan Administrator shall determine (i) whether each Option
shall be exercisable in full at one time or in Installments at different times
and (ii) the time or times at which the Option or Installments shall become and
remain exercisable. No Option or Installment may have an Expiration Date more
than 10 years from the Grant Date. The Plan Administrator may accelerate the
exercisability of any Option or Installment at any time.
8.3 TERMINATION OF EMPLOYMENT. Any Option or Installment held by an
Employee or Officer-Employee which is unexercisable as of his or her Termination
Date shall expire on the Termination Date. Any Option or Installment held by an
Employee or Officer-Employee which is exercisable as of his or her Termination
Date shall expire on the Termination Date unless the expiration date is extended
by the Plan Administrator. The Plan Administrator may extend the expiration of
an exercisable NSO (or Installment of a NSO) to any date ending on or before the
applicable Expiration Date. The Plan Administrator may extend the expiration of
an exercisable ISO (or Installment of an ISO) to the earlier of (i) a date no
later than 90 days after the Termination Date or (ii) the applicable Expiration
Date, unless the Employee's or Officer-Employee's termination occurred as a
result of his or her death. In that case, the Plan Administrator may extend the
expiration to the earlier of (i) a date no later than the first anniversary of
the Employee's or Officer-Employee's death or (ii) the applicable Expiration
Date.
8.4 TRANSFERABILITY. No Option or Installment may be transferred,
assigned or pledged (whether by operation of law or otherwise), except as
provided by will or the applicable laws of intestacy, and no Option shall be
subject to execution, attachment or similar process. An Option or Installment
may be exercised only by the person to whom it was granted, except in the case
of his or her death, when it may be exercised by the person or persons to whom
it passes by will or inheritance.
8.5 ISO LIMITATIONS. Notwithstanding anything to the contrary in
Paragraphs 8.1 and 8.2: (i) the exercise price per share of an ISO granted to a
10% Stockholder shall not be less than 110% of the Closing Price on the Grant
Date (or on the last
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trading day preceding the Grant Date if it is not a trading day); (ii) no ISO
granted to a 10% Stockholder may have an Expiration Date more than five years
from the Grant Date; and (iii) the aggregate fair market value (determined in
respect of each ISO on the basis of the Closing Price on the Grant Date, or on
the last trading day preceding the Grant Date if it was not a trading day) of
the Underlying Shares of all ISOs which become exercisable by an individual for
the first time in any calendar year shall not exceed $100,000.
8.6 OPTION AGREEMENTS. Each Option shall be evidenced by a written
agreement (an "Option Agreement"), in a form approved by the Plan Administrator,
entered into by the Company and the person to whom the Option is granted. Each
Option Agreement shall contain the terms, conditions, restrictions and
limitations applicable to the Option and any other provisions that the Plan
Administrator considers advisable to include.
ARTICLE 9
EXERCISE OF OPTIONS
9.1 MANNER OF EXERCISE. An exercisable Option or Installment may be
exercised in full or in part (but only in respect of a whole number of
Underlying Shares) by (i) written notice to the Plan Administrator (or its
designee) stating the number of Underlying Shares in respect of which the Option
or Installment is being exercised and (ii) full payment of the exercise price of
those shares.
9.2 PAYMENT OF EXERCISE PRICE. Payment of the exercise price of an Option
or Installment shall be made by certified or bank cashier's check or, if
permitted by the Plan Administrator (either in the applicable Option Agreement
or at the time of exercise): (i) by delivering shares of Common Stock having a
fair market value on the date of exercise equal to the exercise price; (ii) by
directing the Company to withhold, from the Underlying Shares otherwise issuable
upon exercise of the Option or Installment, Underlying Shares having a fair
market value on the date of exercise equal to the exercise price; (iii) by
surrendering exercisable Options or Installments having a fair market value on
the date of exercise equal to the exercise price (measuring the fair market
value of the Options or Installments surrendered by the excess of the aggregate
fair market value on the date of exercise of the Underlying Shares over the
aggregate exercise price); (iv) by any combination of the preceding methods of
payment; or (v) by any other method of payment authorized by the Plan
Administrator. For purposes of this Paragraph and Paragraph 9.3, "fair market
value" shall be determined by the Closing Price on the Nasdaq National Market on
the date in question (or on the last trading day preceding the date in question
if it is not a trading day).
9.3 WITHHOLDING. Each person exercising a NSO or an Installment of a NSO
shall remit to the Company an amount sufficient to satisfy its federal, state
and local withholding tax obligation in connection with the exercise. Payment
shall be made
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by certified or bank cashier's check or, if permitted by the Plan Administrator
(either in the applicable Option Agreement or at the time of exercise): (i) by
delivering shares of Common Stock having a fair market value on the date of
exercise equal to the withholding obligation; (ii) by directing the Company to
withhold, from the Underlying Shares otherwise issuable upon exercise of the
Option or Installment, Underlying Shares having a fair market value on the date
of exercise equal to the withholding obligation; (iii) by any combination of the
preceding methods of payment; or (iv) by any other method of payment authorized
by the Plan Administrator.
ARTICLE 10
RESTRICTED STOCK AGREEMENTS
Each Eligible Person to whom Restricted Stock is awarded shall enter into a
written agreement with the Company (a "Restricted Stock Agreement"), in a form
approved by the Plan Administrator. Each Restricted Stock Agreement shall
contain the terms, conditions, restrictions and limitations applicable to the
award of Restricted Stock and any other provisions that the Plan Administrator
considers advisable to include.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 CAPITALIZATION ADJUSTMENTS. The aggregate number of shares of Common
Stock for which Options may be granted and Restricted Stock may be awarded under
this Plan, the aggregate number of Underlying Shares in respect of each
outstanding Option, and the exercise price of each outstanding Option may be
adjusted by the Board as it considers appropriate in the event of changes in the
number of outstanding shares of Common Stock by reason of stock dividends, stock
splits, recapitalizations, reorganizations and the like. Adjustments under this
Paragraph 11.1 shall be made in the Board's discretion, and its decisions shall
be final and binding.
11.2 AMENDMENT AND TERMINATION. The Board may amend, suspend or terminate
this Plan at any time. The Company's stockholders shall be required to approve
any amendment which would increase the number of shares of Common Stock for
which Incentive Stock Options may be granted (other than an amendment authorized
under Paragraph 11.1). If this Plan is terminated, the provisions of this Plan
shall continue to apply to Options granted or Restricted Stock awarded prior to
termination, and no amendment, suspension or termination of the Plan shall
adversely affect the rights of the holder of any outstanding Option or any
shares of Restricted Stock without his or her consent.
11.3 NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any Option
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Agreement or Restricted Stock Agreement shall confer on any person the right to
continue in the employ of the Company or any Subsidiary or limit the right of
the Company or Subsidiary to terminate his or her employment.
11.4 NOTICES. Notices required or permitted under this Plan shall be
considered to have been duly given if sent by certified or registered mail
addressed to the Plan Administrator at the Company's principal office or to any
other person at his or her address as it appears on the Company's payroll or
other records.
11.5 SEVERABILITY. If any provision of this Plan is held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions, and the Plan shall be construed and administered as if the
illegal or invalid provision had not been included.
11.6 GOVERNING LAW. This Plan and all Option Agreements and Restricted
Stock Agreements shall be governed in accordance with the laws of the State of
Illinois.
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EXHIBIT 5.1
[Letterhead]
March 20, 1997
Board of Directors
Stericycle, Inc.
1419 Lake Cook Road
Suite 410
Deerfield, Illinois 60015
Re: Registration Statement on Form S-8 -
Amended and Restated Incentive Compensation Plan
Gentlemen:
We have acted as counsel to Stericycle, Inc. (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration under the Securities Act of 1933, as amended, of 728,438 shares of
the Company's Common Stock, par value $.01 per share (the "Shares"), to be
issued upon the exercise of options granted or to be granted under the
Stericycle, Inc. Amended and Restated Incentive Compensation Plan (the "Plan").
As such counsel, we have examined the Registration Statement, the Company's
certificate of incorporation and by-laws, each as amended to date, minutes of
meetings and records of proceedings of the Company's Board of Directors and
stockholders, and such other matters of fact and questions of law as we have
considered necessary to form the basis of our opinion. In the course of this
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents and certificates submitted to us as originals by
representatives of the Company, public officials and third parties, and the
conformity to and authenticity of the originals of all documents and
certificates submitted to us as copies.
On the basis of our examination, we are of the opinion that the Company has
duly authorized and reserved the Shares for issuance upon the exercise of
options
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Board of Directors
March 20, 1997
Page Two
granted or to be granted under the Plan and that, when issued upon the exercise
and in accordance with the terms of options granted or to be granted under the
Plan (including, but not limited to, the terms of payment of the option price),
the Shares will be will be validly issued, fully paid and non-assessable.
We consent to the use of our opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ JOHNSON AND COLMAR
JOHNSON AND COLMAR
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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Stericycle, Inc. Amended and
Restated Incentive Compensation Plan, of our report dated March 20, 1996,
except for the first paragraph of Note 7, as to which the date is August 19,
1996, with respect to the Consolidated Financial Statements of Stericycle,
Inc. and Subsidiaries for the year ended December 31, 1995, included in the
Registration Statement on Form S-1 (Registration No. 333-05665) filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
March 20, 1997
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