Clean Harbors Inc - Current report filing (8-K)
April 24 2008 - 5:21PM
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 23, 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 1.01
.
Entry into a Material
Definitive Agreement
.
On April 23,
2008, Clean Harbors, Inc. (the Company) entered into an Underwriting
Agreement with Goldman, Sachs & Co., as representative of the several
underwriters named in Schedule 1 thereto (collectively, the Underwriters)
,
pursuant to which the Company agreed to
sell, and the Underwriters agreed to purchase, subject to and upon terms and
conditions set forth therein, 2,500,000 shares (the Firm Securities) of the
Companys common stock, par value $.01 (Stock). The initial offering price to
the public is $63.75 per share. The issuance and sale of the Firm Shares is
expected to close on April 29, 2008.
Pursuant
to the Underwriting Agreement, the Underwriters also have a 30-day option to
purchase up to an additional 375,000 shares (the Optional Securities) of
Stock. The Underwriting Agreement defines the 2,500,000 Firm Shares and the up
to 375,000 Optional Shares collectively as the Securities.
The
Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by
each of the Company and the Underwriters against certain liabilities arising
out of or in connection with the sale of the Securities and customary
contribution provisions in respect of those liabilities.
Certain
of the Underwriters and their related entities have, from time to time,
performed, and may in the future perform, various financial advisory and
investment banking services for the Company, for which they have received or
will receive customary fees and expense reimbursements.
The Securities are registered under the Federal Securities
Act of 1933, as amended, under the Registration Statement o
n Form S-3ASR (Registration No. 333-150296)
(the Registration Statement), which relates to the public offering from time
to time of various securities of the Company. The Registration Statement includes
a base prospectus dated April 17, 2008. In connection with the public
offering of the Securities, the Company filed with the Securities and Exchange
Commission (the SEC) under the Registration Statement a preliminary
prospectus supplement dated April 17, 2008 and a definitive prospectus
supplement dated April 23, 2008. Such definitive prospectus supplement
(including the base prospectus) is referred to as the Prospectus. In
accordance with the terms of the Registration Statement and the Prospectus, this
Report on Form 8-K, together with the exhibits filed herewith, is being
incorporated by reference into the Registration Statement and the Prospectus.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits
. The following exhibits are being
filed herewith:
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(1.1) Underwriting
Agreement, dated April 23, 2008, between Clean Harbors, Inc. and
Goldman Sachs & Co., as representative of the several Underwriters
named in Schedule 1 thereto.
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(5.1) Opinion of
Davis, Malm & DAgostine, P.C.
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(23)
Consent of Davis, Malm & DAgostine, P.C.
(contained in Exhibit 5.1 hereto).
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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 24,
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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