<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.
DIRECTORS STOCK OPTION 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 285,000 shares $8.50 $2,422,500.00 $835.34
- -----------------------------------------------------------------------------------------
</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 25,
1997 of a share of the Registrant's Common Stock on the Nasdaq
National Market.<PAGE>
<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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<PAGE>
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 indicates that all of the
shares of the Registrant's Common Stock covered by this Registration
Statement (the "Shares") have been sold or (2) which deregisters 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. Directors Stock Option Plan
4.2 First Amendment to Stericycle, Inc. Directors Stock Option Plan
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<PAGE>
5.1 Opinion of Johnson and Colmar
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 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
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<PAGE>
of the offering; and
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, 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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<PAGE>
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 27, 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 27, 1997
Jack W. Schuler Directors
/s/ MARK C. MILLER President, Chief Executive March 27, 1997
- ----------------------------- Officer and a Director
Mark C. Miller (Principal Executive Officer)
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<PAGE>
/s/ JAMES F. POLARK Vice President, Finance and March 27, 1997
- ----------------------------- Chief Financial Officer
James F. Polark (Principal Financial and
Accounting Officer)
/s/ PATRICK F. GRAHAM
- ----------------------------- Director March 27, 1997
Patrick F. Graham
/s/ JOHN PATIENCE
- ----------------------------- Director March 27, 1997
John Patience
/s/ PETER VARDY
- ----------------------------- Director March 27, 1997
Peter Vardy
/s/ L. JOHN WILKERSON, Ph.D
- ----------------------------- Director March 27, 1997
L. John Wilkerson, Ph.D.
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<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
4.1 Stericycle, Inc. Directors Stock Option Plan 9
4.2 First Amendment to Directors Stock Option Plan 15
5.1 Opinion of Johnson and Colmar 17
23.1 Consent of Ernst & Young LLP 19
23.2 Consent of Arthur Andersen LLP 20
23.3 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.
DIRECTORS STOCK OPTION PLAN
ARTICLE 1
PURPOSE
The purpose of this Plan is to permit the Company to grant stock options
to its outside directors to reward them for their efforts on the Company's
behalf and to provide an additional incentive to contribute to the
attainment of the Company's long-term plans and objectives.
ARTICLE 2
DEFINITIONS
ANNUAL MEETING means the annual meeting of the Company's stockholders.
BOARD means the Company's Board of Directors. If the Board delegates its
authority to administer the Plan to a committee of the Board in accordance
with Article 5, references to the "Board" shall be construed as references
to the committee.
CLOSING PRICE means the average of the closing bid and asked prices of a
share of Common Stock on the Nasdaq National Market.
COMMON STOCK means the Company's Common Stock, $.01 par value.
COMPANY means Stericycle, Inc., a Delaware corporation.
DIRECTOR means a director of the Company.
EFFECTIVE DATE means (i) the date of closing of the initial public
offering for which the Company has filed a registration statement on Form
S-1 (Registration No. 333-05665), if this Plan previously has been approved
by the Company's stockholders or (ii) the date that this Plan is approved by
the Company's stockholders, if the closing of the Company's initial public
offering previously has occurred.
EXPIRATION DATE is defined in Paragraph 6.3.
FUNDAMENTAL CHANGE means (i) a sale or transfer of substantially all of
the assets of the Company and its subsidiaries on a consolidated basis or
(ii) any merger or consolidation to which the Company is a party other than
a merger in which
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<PAGE>
there is no change in control of the Company.
GRANT DATE means the date on which an Option is granted.
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.
OPTION means an option granted under this Plan to purchase shares of
Common Stock.
OPTION AGREEMENT is defined in Paragraph 6.6.
OUTSIDE DIRECTOR means a Director who is neither an Officer nor an
employee of the Company or of any corporation in which the Company owns
stock possessing at least 50% of the total combined voting power of all
classes of stock.
PLAN means this stock option plan, as it may be amended. The name of this
Plan is the "Stericycle, Inc. Directors Stock Option Plan."
UNDERLYING SHARES means the shares of Common Stock for which an Option is
or may become exercisable.
ARTICLE 3
EFFECTIVE DATE AND TERM OF PLAN
This Plan shall become effective on the Effective Date and shall have a
term of six years expiring on the sixth anniversary of the Effective Date.
No Option may be granted under this Plan after its expiration.
ARTICLE 4
TYPE AND NUMBER OF OPTIONS
4.1 TYPE OF OPTIONS. The type of Options granted under this Plan are
nonstatutory stock options.
4.2 MAXIMUM NUMBER OF OPTIONS. The maximum number of shares of Common
Stock for which Options may be granted is 285,000 shares (subject to
adjustment as provided in Paragraph 8.1). If an Option expires unexercised
or is surrendered prior to the Plan's expiration, the number of Underlying
Shares in respect of the Option shall be added back to the number of shares
of Common Stock for which Options may be granted under the Plan. The
Underlying Shares to be delivered upon the exercise of an Option may be
either authorized but unissued
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shares or issued shares reacquired by the Company (or any combination of the
two).
ARTICLE 5
ADMINISTRATION
This Plan shall be administered by the Board. Subject to the express
provisions of the Plan, the Board may interpret the Plan, adopt and revise
policies and procedures to administer the Plan and make all determinations
required for the Plan's administration. The actions of the Board shall be
final and binding. Except for the Board's authority under Paragraph 6.2
to accelerate vesting in the event of an anticipated Fundamental Change
and the Board's authority under Paragraph 8.1 to make capitalization
adjustments, the Board may delegate its authority to a committee appointed
by the Board consisting of at least two Directors.
ARTICLE 6
STOCK OPTIONS
6.1 OPTION GRANTS. The Company shall grant Options to Outside Directors
as follows:
(a) on the Effective Date, the Company shall grant each incumbent
Outside Director an Option for a number of shares of Common Stock
determined by multiplying 7,000 shares by a fraction, the numerator of
which is $12.00 and the denominator of which is the Closing Price on the
Effective Date, subject to a minimum grant of 4,500 shares and a maximum
grant of 9,500 shares;
(b) on the date of the Annual Meeting each year, the Company shall
grant each incumbent Outside Director who is re-elected as a Director at
the Annual Meeting an Option for a number of shares of Common Stock
determined by multiplying 7,000 shares by a fraction, the numerator of
which is $12.00 and the denominator of which is the Closing Price on the
date of the Annual Meeting (or on the last trading day preceding the
Annual Meeting if it is not a trading day), subject to a minimum grant
of 4,500 shares and a maximum grant of 9,500 shares;
(c) on the date of the Annual Meeting each year, the Company shall
grant each new Outside Director who is elected as a Director at the
Annual Meeting an Option for a number of shares of Common Stock
determined by multiplying 21,000 shares by a fraction, the numerator of
which is $12.00 and the denominator of which is the Closing Price on the
date of the Annual Meeting (or on the last trading day preceding the
Annual Meeting if it is not a trading day), subject to a minimum grant
of 13,500 shares and a maximum grant of 28,500 shares; and
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(d) on the date of election of each new Outside Director who is
elected as a Director other than at an Annual Meeting, the Company shall
grant the new Outside Director an Option for a number of shares equal to
three times the number of shares for which each incumbent Outside
Director was granted an Option on the date of the Annual Meeting
preceding the election of the new Outside Director (or on the Effective
Date, if no Annual Meeting was held after the Effective Date and prior
to the election of the new Outside Director).
The exercise price of each Option shall be the Closing Price on the
Grant Date of the Option (or the last trading day preceding the Grant
Date if it is not trading day)..
6.2 TERM. Each Option shall have a six-year term expiring on the
sixth anniversary of the date that it was granted (the "Expiration
Date"), subject to early expiration as provided in Paragraph 6.3, and
may be exercised in whole or in part at any time prior to its Expiration
Date to the extent that it is vested. Each Option shall become vested in
16 equal quarterly installments beginning on the first day of the first
January, April, July or October following the date that it was granted.
An Option shall not continue to vest if the holder of the Option for any
reason ceases to serve as an Outside Director. In the event that the
Board determines that a Fundamental Change is likely to occur, the Board
may accelerate the vesting of all outstanding Options held by incumbent
Outside Directors as the Board considers appropriate in its discretion.
6.3 EARLY EXPIRATION. If the holder of an Option ceases to serve as
an Outside Director for any reason (for example, his or her resignation,
death, disability or removal from office or the expiration of his or her
term of office without re-election), the vested portion, if any, of the
Option shall expire 90 days after the date that the holder ceases to
serve as an Outside Director (but in no event later than the Option's
Expiration Date), unless the holder ceases to serve an Outside Director
as a result of his or her death or disability. In either of these cases,
the vested portion of the Option shall expire on the first anniversary
of the date that the holder ceases to serve as an Outside Director (but
in no event later than the Option's Expiration Date). The portion, if
any, of the Option which was not vested as of the date that the holder
ceases to serve as an Outsider Director shall expire as of that date.
6.4 TRANSFERABILITY. No Option may be transferred, assigned or
pledged (whether by operation of law or otherwise), except as provided
by will or the applicable intestacy laws, and no Option shall be subject
to execution, attachment or similar process. An Option or Installment
may be exercised only by Outside Director 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.
6.5 OPTION AGREEMENTS. Each Option shall be evidenced by a written
agreement (an "Option Agreement"), in a form approved by the Board,
entered into by the Company and the Outside Director to whom the Option
is granted.
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ARTICLE 7
EXERCISE OF OPTIONS
7.1 MANNER OF EXERCISE. The vested portion of an Option may be
exercised in full or in part (but only in respect of a whole number of
shares) by (i) written notice to the Board (or its designee) stating the
number of shares of Common Stock in respect of which the Option is being
exercised and (ii) full payment of the exercise price of those shares.
7.2 PAYMENT OF EXERCISE PRICE. Payment of the exercise price of the
vested portion of an Option shall be made by certified or bank cashier's
check or, if permitted by the Board (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
shares of Common Stock otherwise issuable upon exercise of the Option,
shares of Common Stock having a fair market value on the date of
exercise equal to the exercise price; (iii) by surrendering exercisable
Options which have a fair market value on the date of exercise equal to
the exercise price (measuring the fair market value of the Options
surrendered by the excess of (A) the aggregate fair market value on the
date of exercise of the shares of Common Stock issuable upon exercise of
the Option over (B) 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 Board. For purposes of this
Paragraph and Paragraph 7.3), "fair market value" shall be determined by
the closing bid and asked prices of a share of Common Stock 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).
7.3 WITHHOLDING. Each Outside Director exercising the vested
portion of an Option shall remit to the Company an amount sufficient to
satisfy the Company's federal, state and local withholding tax
obligation in connection with the exercise. Payment shall be made by
certified or bank cashier's check or, if permitted by the Board (either
in the applicable Option Agreement or at the time of exercise), by
either one or both of the following methods: (i) by delivering shares
of Common Stock having a fair market value on the date of exercise equal
to the Company's withholding obligation; or (ii) by directing the
Company to withhold, from the shares of Common Stock otherwise issuable
upon exercise of the Option, shares of Common Stock having a fair market
value on the date of exercise equal to the Company's withholding
obligation.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 CAPITALIZATION ADJUSTMENTS. The aggregate number of shares of
Common Stock for which Options may be granted under the Plan, the
aggregate number of
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Underlying Shares in respect of each outstanding
Option, and the exercise price of each such 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 8.1 shall be made in the Board's
discretion, and its decisions shall be final and binding.
8.2 AMENDMENT AND TERMINATION. The Board may amend, suspend or
terminate the Plan at any time; but except to comply with changes in the
Internal Revenue Code of 1986 and the related regulations, the Board may
not amend the Plan more once every six months to change: (i) the number
of shares of Common Stock for which Options may be granted under the
Plan; (ii) the benefits under the Plan; or (iii) the eligibility
requirements of the Plan. The Company's stockholders shall be required
to approve any such amendment (other than an amendment authorized under
Paragraph 8.1) that would materially increase the number of shares,
materially increase the benefits or materially change the eligibility
requirements. If the Plan is terminated, the provisions of the Plan
shall continue to apply to Options granted prior to termination, and no
amendment, suspension or termination of the Plan shall adversely affect
the rights of an Outside Director in respect of any Option held without
his or her consent.
8.3 COMPLIANCE WITH SECTION 16(b). The Plan shall be interpreted
and administered in a manner that satisfies the applicable requirements
of Rule 16b-3 under the Securities Exchange Act so that Outside
Directors will be entitled to the benefits of Rule 16b-3.
8.4 NO RIGHT TO NOMINATION. Nothing in the Plan or in any Option
Agreement shall confer on any Outside Director the right to continue to
be nominated for election as a Director.
8.5 NOTICES. Notices required or permitted under the Plan shall
be considered to have been duly given if sent by certified or registered
mail addressed to the Board at the Company's principal office or to any
Outside Director at his or her address as it appears on the Company's
records.
8.6 SEVERABILITY. If any provision of the 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.
8.7 GOVERNING LAW. The Plan and all Option Agreements shall be
governed in accordance with the laws of the State of Illinois.
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EXHIBIT 4.2
FIRST AMENDMENT TO
STERICYCLE, INC. DIRECTORS STOCK OPTION PLAN
The Board of Directors of Stericycle, Inc. (the "Company") adopted
the Stericycle, Inc. Directors Stock Option Plan (the "Plan") on June
11, 1996. The Plan was approved and adopted by the Company's
stockholders as of July 31, 1996.
Pursuant to the authority of the Board of Directors under Section 8.2
of the Plan, Section 6.4 of the Plan is amended to read as follows,
effective retroactive to August 28, 1996:
6.4 TRANSFERABILITY. An Option may be transferred by the Outside
Director to whom it was granted subject to the following conditions and
limitations:
(a) The Option may be transferred only to one or more of the
following persons or entities ("Permissible Transferees"):
(1) a member of the Outside Director's immediate family
(consisting of his or her spouse, children and grandchildren);
(2) a trust for the primary benefit of the Outside Director or
any one or more members of his or her immediate family;
(3) a corporation, partnership or other entity which, together
with its affiliates, owns at the time of transfer at least 2.0% of
the issued and outstanding shares of Common Stock and with which
the Outside Director has a contractual obligation to pay over or
assign his or her "outside" remuneration directly or indirectly
received by reason of his or her employment by or affiliation with
such corporation, partnership or other entity.
(b) A Permissible Transferee to whom an Option is transferred
shall be subject to all of the terms and conditions of the Plan and
of the Option Agreement evidencing the Option (as "Option
Agreement" is defined in Section 6.5). The Permissible Transferee
may not transfer, assign or pledge the Option, however, except,
solely if the Permissible Transferee is a natural person, by will
or applicable intestacy laws. Section 6.3, dealing with the early
expiration of Options, shall continue in effect in respect of the
Permissible Transferee as if the Outside Director who transferred
the Option had not done so, i.e., references in Section 6.3 to the
"holder of an Option" or "holder" shall be construed as referring
to the Outside Director who transferred the Option and not to the
Permissible Transferee. The Company shall not be under any duty to
notify the Permissible Transferee that the
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Outside Director who transferred the Option has ceased to serve as an
Outside Director.
(c) No transfer of an Option by an Outside Director to a
Permissible Transferee shall relieve the Outside Director of his
or her withholding obligations under Section 7.3.
Except for transfers to Permissible Transferees, an Outside Director may not
transfer, assign or pledge an Option (whether by operation of law or
otherwise) except as provided by will or applicable intestacy laws; and no
Option shall be subject to execution, attachment or similar process. An
Option may be exercised only by the Outside Director to whom it was granted
(or by the Permissible Transferee to whom the Outside Director transferred
the Option), except in the case of the death of the Outside Director (or the
death of the Permissible Transferee), when it may be exercised by the person
or persons to whom it passes by will or applicable intestacy laws.
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EXHIBIT 5.1
[Letterhead]
March 27, 1997
Board of Directors
Stericycle, Inc.
1419 Lake Cook Road
Suite 410
Deerfield, Illinois 60015
Re: Registration Statement on Form S-8 --
Directors Stock Option 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 285,000 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. Directors Stock Option Plan, as
amended by a First Amendment (as amended, the "Plan").
As such counsel, we have examined the Plan, 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
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Board of Directors
March 27, 1997
Page Two
has duly authorized and reserved the Shares for issuance upon the exercise of
options 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 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. Directors Stock
Option 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 27, 1997
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<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
report dated March 3, 1997, with respect to the Regulated Medical Waste
Business of Waste Management, Inc. included in the Current Report (Amended)
on Form 8-K/A, dated December 20, 1996, which was filed on March 5, 1997.
ARTHUR ANDERSEN LLP
Chicago, Illinois
March 28, 1997
