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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): October 19, 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
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ITEM 5. OTHER EVENTS
On October 19, 2002, Stericycle, Inc. (the "Company") and its wholly-owned
subsidiary, Sharps Acquisition Corporation ("Merger Sub"), entered into an
agreement and plan of merger with Scherer Healthcare, Inc., a Delaware
corporation ("Scherer"). Pursuant to the merger agreement, Merger Sub will be
merged with and into Scherer, and upon completion of the merger, Scherer will
become a wholly-owned subsidiary of the Company.
The total merger consideration payable by the Company will be $41.5 million
in cash. In the merger, each issued and outstanding share of Scherer's common
stock will be converted into the right to receive a cash payment of $8.57, and
each issued and outstanding share of Scherer's preferred stock will be converted
into the right to receive a cash payment of $100.00 together with an amount
equal to the cumulative dividends, if any, on the share. In addition, all
outstanding options to purchase Scherer common stock will be canceled, and each
canceled option will represent the right to receive upon completion of the
merger a cash payment in an amount equal to the option spread (i.e., the product
of (i) the number of shares of common stock issuable upon exercise of the option
multiplied by (ii) the excess, if any, of $8.57 per share over the exercise
price per share payable under the option), less any required withholding taxes.
The merger is subject to the approval of Scherer's common stockholders,
customary closing conditions and regulatory reviews, including approval of the
merger by the New York City Business Integrity Commission.
In connection with the merger agreement, Robert P. Scherer, Jr., Scherer's
chairman of the board of directors, president and chief executive officer,
entered into a voting agreement with the Company and Merger Sub pursuant to
which Mr. Scherer agreed to vote the shares of Scherer common stock over which
he as voting power in favor of the merger. Mr. Scherer has sole voting power
over shares representing approximately 52.0% of Scherer's outstanding common
stock and shared voting power over shares representing approximately 7.7% of
Scherer's outstanding common stock. (The party with whom Mr. Scherer shares
voting power over these latter shares is not a party to the voting agreement.)
Under the voting agreement, Mr. Scherer gave his proxy to the Company's
president and CEO and its chief financial officer to vote the shares subject to
the voting agreement at the special meeting of Scherer's common stockholders to
be held for the purpose of voting on the proposed merger. The voting agreement
terminates automatically in certain events, including the termination of the
merger agreement or if the merger agreement becomes terminable pursuant to
specified sections of the merger agreement.
In addition, Mr. Scherer entered into a three-year consulting agreement
with the Company, pursuant to which the Company will pay Mr. Scherer $225,000
upon completion of the merger. Mr. Scherer also entered into a five-year
noncompetition agreement with the Company pursuant to which the Company will pay
Mr. Scherer $195,000 per year during the term of the agreement. These two
agreements do not become effective until completion of the merger.
Copies of the merger agreement, voting agreement, consulting agreement and
noncompetition agreement are filed as exhibits to this Report.
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A copy of the press release that the Company and Scherer jointly issued on
October 21, 2002, is also filed as an exhibit to this Report.
The description in this Report of the merger agreement, voting agreement,
consulting agreement and noncompetition agreement is merely a summary of certain
of their respective provisions and is qualified in its entirety by the actual
terms of those agreements, which are incorporated in this Report by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed with this Report:
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger dated October 19, 2002 entered into by
Stericycle, Inc., Sharps Acquisition Corporation and Scherer
Healthcare, Inc.
99.1 Voting Agreement dated October 19, 2002 entered into by Stericycle,
Inc., Sharps Acquisition Corporation and Robert P. Scherer, Jr.
99.2 Consulting Agreement dated October 19, 2002 entered into by
Stericycle, Inc. and Robert P. Scherer, Jr.
99.3 Noncompetition Agreement dated October 19, 2002 entered into by
Stericycle, Inc. and Robert P. Scherer, Jr.
99.4 Press Release dated October 21, 2002
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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: October 28, 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
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