UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------------- STERICYCLE, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3640402 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1419 LAKE COOK ROAD, SUITE 410 DEERFIELD, ILLINOIS 60015 (Address of principal executive offices) (Zip Code) ----------------------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None None ----------------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] -------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK PAR VALUE $.01 PER SHARE (Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The Common Stock, par value $.01 per share, of Stericycle, Inc. (the "Registrant") to be registered by this Registration Statement is described in the section "Description of Capital Stock" in the Registration Statement on Form S-1 (Registration No. 333-05665) that the Registrant filed with the Securities and Exchange Commission on June 11, 1996 (the "S-1 Registration Statement"), which is incorporated by reference. ITEM 2. EXHIBITS. 1. Amended and Restated Certificate of Incorporation of the Registrant: incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement. 2. Amended and Restated By-Laws of the Registrant: incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement. 3. Specimen certificate for shares of the Registrant's Common Stock, par value $.01 per share: incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: August 20, 1996. STERICYCLE, INC. By: /s/ Mark C. Miller ---------------------------------- Mark C. Miller PRESIDENT AND CHIEF EXECUTIVE OFFICER 2