Clean Harbors Inc - Current report filing (8-K)
April 17 2008 - 5:28PM
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)
April 17,
2008
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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Registrants
telephone number, including area code
(781) 792-5000
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 2.02
Results of Operations and Financial Condition.
Clean Harbors, Inc. (the Company) now
plans to report on May 7, 2008 the results of its first quarter 2008
operations. Based on preliminary financial data and subject to the final
closing of its books, the Company now expects its first-quarter 2008 revenues
to be in the range of $240 million to $241 million and its adjusted earnings
before interest, taxes, depreciation and amortization, or EBITDA, to be in
the range of $31 million to $32 million. These estimated results are higher
than the first quarter guidance which the Company provided as part of its press
release on February 27, 2008, in which the Company then estimated that
revenues for the first quarter of 2008 would be in the range of $225 million to
$230 million and that first quarter EBITDA would be in the range of $27 million
to $29 million.
The estimates stated in the preceding
paragraph are forward-looking statements, and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause actual results
to differ materially from those contemplated by the forward-looking statements.
The principal of such risks and uncertainties are described under Risk Factors
and Disclosure Regarding Forward-Looking Statements in the preliminary
prospectus supplement dated April 17, 2008 which the Company filed on April 17,
2008 with the Securities and Exchange Commission (the SEC) under the Companys
Registration Statement on Form S-3 which the Company had also filed with
the SEC, and which became automatically effective under the Securities Act of
1933, as amended (the Securities Act),
on April 17, 2008 (File No. 333 - 150296).
The Company reports and provides guidance as
to EBITDA, which is a non-GAAP financial measure, as a complement to its
results and estimates as calculated in accordance with accounting principles
generally accepted in the United States, or GAAP, and believes that such
information provides additional useful information to investors. The Selected
Consolidated Financial Data section of the preliminary prospectus supplement
dated April 17, 2008 described in the preceding paragraph contains a
further description of how Adjusted EBITDA (which is the same as EBITDA as
defined in the Companys financing agreements) is calculated and a reconciliation
of Adjusted EBITDA to the Companys net income (loss) and net cash provided by
operating activities for each of the periods described in such section.
Item 8.01
Other Events.
On April 17, 2008, the Company issued a
press release announcing that it had filed with the SEC on April 17, 2008
a shelf registration statement, which became automatically effective under the
Securities Act upon filing, and a preliminary prospectus supplement for a
proposed follow-on public offering of 2,500,000 shares of the Companys common
stock. A copy of that press release is filed as Exhibit 99.1 to this
report.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release dated April 17, 2008.
2
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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April 17,
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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3
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