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 3, 2008

 

CLEAN HARBORS, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-16379

 

04-2997780

(State or other jurisdiction of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

42 Longwater Drive, Norwell,
Massachusetts

 

02061-9149

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 3, 2008, Clean Harbors, Inc. (the “Company”) issued a press release announcing that it has filed an application to list its common stock on the New York Stock Exchange (the “NYSE”). The Company has notified The NASDAQ Stock Market of the Company’s intention to list its common stock on the NYSE and to simultaneously delist such securities from The NASDAQ Global Select Market. Upon approval of its application, the Company expects the shares of its common stock to begin trading on the NYSE on December 15, 2008, under the symbol “CLH.” Until that time, the Company’s common stock will continue to trade on The NASDAQ Global Select Market under the symbol “CLHB.”

 

A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d)

 

Exhibits. The following exhibit is being filed herewith:

 

 

 

 

 

 

 

99.1 Press release issued by Clean Harbors, Inc. on December 3, 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.

 

 

Clean Harbors, Inc.

 

(Registrant)

 

 

 

 

December 3, 2008

/s/ James M. Rutledge

 

Executive Vice President and

 

Chief Financial Officer

 

3


Exhibit 99.1

 

Press Release

 

Clean Harbors Plans to List Shares

on the New York Stock Exchange

 

Company to Trade Under the Ticker Symbol “CLH”

 

Norwell, MA – December 3, 2008 – Clean Harbors, Inc. (“Clean Harbors”) (NASDAQ: CLHB), the leading provider of environmental and hazardous waste management services throughout North America, today announced that it has filed an application to list its common stock on the New York Stock Exchange (“NYSE”).  Upon approval of its application, Clean Harbors expects the shares of its common stock to begin trading on the NYSE on December 15, 2008, under the symbol “CLH.”  Until that time, Clean Harbors’ stock will continue to trade on The NASDAQ Global Select Market under the symbol “CLHB.”

 

“We are honored to partner with the NYSE – the most recognized stock exchange in the world,” said Alan S. McKim, Chairman and Chief Executive Officer.  “Listing on the NYSE reflects the progress that Clean Harbors has achieved in recent years.  Based on the contributions of our dedicated team of employees, we remain on track to achieve our objective of surpassing $1 billion in revenue this year.  We look forward to benefiting from the prestige and visibility associated with the NYSE.  We are grateful to The NASDAQ Stock Market for the role it has played in our Company’s growth.”

 

Clean Harbors current market capitalization (excluding shares held by affiliates) is more than $1.2 billion. At the close of trading on October 27, 2008, Clean Harbors’ common stock was added to the S&P MidCap 400 Index.

 

“We are pleased to welcome Clean Harbors to our growing family of NYSE-listed companies, and we look forward to an outstanding and long lasting partnership with the company,” said Noreen M. Culhane, Executive Vice President, Global Corporate Client Group, NYSE Euronext.

 

About Clean Harbors

 

Clean Harbors is North America’s leading provider of environmental and hazardous waste management services. With an unmatched infrastructure of waste management facilities, Clean Harbors serves over 45,000 customers, including more than 325 Fortune 500 companies, thousands of smaller private entities and numerous federal, state and local governmental agencies.  Clean Harbors’ Technical Services provides a broad range of hazardous material management and disposal services including hazardous and non-hazardous waste recycling, treatment and disposal, CleanPack® laboratory chemical packing, and household hazardous waste management services.  Clean Harbors’ Site Services provides field services, industrial services, vacuum services, emergency response and disaster recovery, transformer services, tank cleaning and decontamination.

 

Headquartered in Norwell, Massachusetts, Clean Harbors has more than 100 locations strategically positioned throughout North America in 36 U.S. states, six Canadian provinces, Mexico and Puerto Rico. For more

 

 

42 Longwater Drive • P.O. Box 9149 • Norwell, Massachusetts 02061-9149 • 781.792.5000 • www.cleanharbors.com

 



 

information, visit www.cleanharbors.com.

 

Safe Harbor Statement

 

Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties.  These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.  The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its various filings with the Securities and Exchange Commission.  Furthermore, all financial information in this press release is based on preliminary data and is subject to the final closing of the Company’s books and records.

 

A variety of factors beyond the control of the Company may affect the Company’s performance, including, but not limited to:

 

·                  The Company’s ability to manage the significant environmental liabilities that it assumed in connection with the CSD and other acquisitions;

 

·                  The availability and costs of liability insurance and financial assurance required by governmental entities relating to our facilities;

 

·                  The effects of general economic conditions in the United States, Canada and other territories and countries where the Company does business;

 

·                  The effect of economic forces and competition in specific marketplaces where the Company competes;

 

·                  The possible impact of new regulations or laws pertaining to all activities of the Company’s operations;

 

·                  The outcome of litigation or threatened litigation or regulatory actions;

 

·                  The effect of commodity pricing on overall revenues and profitability;

 

·                  Possible fluctuations in quarterly or annual results or adverse impacts on the Company’s results caused by the adoption of new accounting standards or interpretations or regulatory rules and regulations;

 

·                  The effect of weather conditions or other aspects of the forces of nature on field or facility operations;

 

·                  The effects of industry trends in the environmental services and waste handling marketplace; and

 

·                  The effects of conditions in the financial services industry on the availability of capital and financing.

 

Any of the above factors and numerous others not listed nor foreseen may adversely impact the Company’s financial performance.  Additional information on the potential factors that could affect the Company’s actual results of operations is included in its filings with the Securities and Exchange Commission, which may be

 



 

viewed on www.cleanharbors.com/investor_relations.

 

Contact:

 

James M. Rutledge

 

Bill Geary

Executive Vice President and Chief Financial Officer

 

Executive Vice President and General Counsel

Clean Harbors, Inc.

 

Clean Harbors, Inc.

781.792.5100

 

781.792.5130

InvestorRelations@cleanharbors.com

 

 

 

 

 

Jim Buckley

 

 

Executive Vice President

 

 

Sharon Merrill Associates, Inc.

 

 

617.542.5300

 

 

clhb@investorrelations.com