UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 28, 2002
STERICYCLE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21229 36-3640402
(State or other juris- (Commission file (IRS employer
diction of incorporation) number) identification number)
28161 North Keith Drive
Lake Forest, Illinois 60045
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 367-5910
Item 5. Other Events
a. Amendment of Senior Credit Facility
On June 28, 2002, Stericycle, Inc. (the "Company") entered into an
amendment of its senior secured credit facility increasing the Company's
revolving credit facility from $80.0 million to $105.0 million and modifying the
loan covenants restricting the Company's payments to purchase or redeem shares
of its common stock or to redeem its 12-3/8% senior subordinated notes.
A copy of this amendment to the Company's amended and restated credit
agreement is filed as Exhibit 10.1 to this Report.
b. Cessation of Dividend Accrual on Preferred Stock
On July 26, 2002, the Company entered into an amendment and waiver
agreement (the "waiver agreement") with the holders of its Series A convertible
preferred stock pursuant to which the parties agreed that the 3.375%
payment-in-kind dividends payable on the shares of preferred stock ceased to
accrue after May 31, 2002 (except in certain limited circumstances), and that
the certificate of designation in respect of the rights and preferences of the
preferred stock will be amended accordingly (subject to stockholder approval).
The holders of the Company's preferred stock consist of two groups of
investors. One group is comprised of investment funds associated with Bain
Capital, LLC, and the other group is comprised of investment funds associated
with Madison Dearborn Partners, LLC. Under the waiver agreement, the Company and
the investors also agreed to amend their existing registration rights agreement
to modify the investors' right to three demand registrations. As amended and
restated as of July 26, 2002, the registration rights agreement provides that
each group has the right to two demand registrations, which may consist of two
shelf registrations or one shelf registration and one firm commitment
underwritten public offering.
Under the waiver agreement, the Company and the investors agreed in
addition to amend their existing corporate governance agreement to modify the
investors' right to name two directors to the Company's board of directors. As
amended and restated as of July 26, 2002, the corporate governance agreement
provides that each group's right to name one director to the Company's board
will terminate if and when the number of shares of common stock issued or
issuable upon conversion of the group's shares of preferred stock falls below
25% of the number of shares of common stock issuable upon conversion of the
group's shares of preferred stock as of the purchase of those shares in November
1999.
Copies of the waiver agreement, the certificate of amendment to the
certificate of designation, the amended and restated registration rights
agreement, and the amended and restated corporate governance agreement are filed
as Exhibits 10.2, 3.1, 4.1 and 10.3, respectively, to this Report.
Item 7. Financial Statements and Exhibits
The following exhibits are filed with this Report:
Exhibit Description
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4.1 Amended and Restated Registration Rights Agreement, dated as of
July 26, 2002, between Stericycle, Inc. and certain investment
funds associated with Bain Capital, LLC and certain investment
funds associated with Madison Dearborn Partners, LLC
10.1 Amendment No. 1 to Amended and Restated Credit Agreement, dated
as of June 28, 2002, among Stericycle, Inc. as the borrower,
certain subsidiaries of Stericycle, Inc. as guarantors, various
financial institutions and other persons as lenders, and Bank of
America, N.A., as the administrative agent for the lenders
10.2 Amendment and Waiver Agreement, dated as of July 26, 2002,
between Stericycle, Inc. and certain investment funds associated
with Bain Capital, LLC and certain investment funds associated
with Madison Dearborn Partners, LLC
10.3 Amended and Restated Corporate Governance Agreement, dated as of
July 26, 2002, between Stericycle, Inc. and certain investment
funds associated with Bain Capital, LLC and certain investment
funds associated with Madison Dearborn Partners, LLC
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 5, 2002.
Stericycle, Inc.
By /s/ Frank J.M. ten Brink
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Frank J.M. ten Brink
Executive Vice President and
Chief Financial Officer