Clean Harbors Inc - Current report filing (8-K)
January 03 2008 - 4:49PM
Edgar (US Regulatory)
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)
December 28, 2007
CLEAN
HARBORS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts
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0-16379
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04-2997780
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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42 Longwater Drive, Norwell,
Massachusetts
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02061-9149
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(Address of principal executive offices)
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(Zip Code)
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(781) 792-5000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02
Unregistered
Sales of Equity Securities
On December 28, 2007, Clean Harbors, Inc. (the Company)
issued an aggregate of 209,200 shares of the Companys common stock, $.01 par
value, in connection with the conversion (at the holders elections) of the Companys
remaining previously outstanding 68,810 shares of Series B convertible
preferred stock. Each previously
outstanding share of Series B convertible preferred stock was converted into
3.0403 shares of common stock. The 209,200 shares of common stock issued upon
such conversion represented slightly in excess of 1.0% of the total number of
shares of the Companys common stock outstanding prior to the conversion. The
holders of the Series B convertible preferred stock had held such preferred
shares for several years prior to the conversion, and received the shares of
common stock solely in exchange for conversion of their preferred shares. No
commission or other remuneration was paid or given directly or indirectly by
the Company or any other party for soliciting such conversion. The conversion
shares of common stock were issued without registration under the Securities
Act of 1933, as amended, in reliance upon the exemption from registration under
Section 3(a)(9) of such Act.
SIGNATURES
Pursuant to
the requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Clean
Harbors, Inc.
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(Registrant)
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January 3, 2008
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/s/
James M. Rutledge
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Executive
Vice President and
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Chief
Financial Officer
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2
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