As filed with the Securities and Exchange Commission on November 4, 2015.
Registration No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
US
ECOLOGY, INC.
(Exact name of Registrant
as specified in its charter)
Delaware |
251 E. Front St. Suite 400 Boise, Idaho 83702 |
95-3889638 |
(State of Incorporation) |
(Address of principal executive
offices) (Zip Code) |
(I.R.S. Employer Identification
No.) |
US ECOLOGY, INC.
OMNIBUS INCENTIVE PLAN
_____________________________________________
(Full Title
of the Plan)
Jeffrey R. Feeler
President and Chief Executive Officer
251 E. Front
St., Suite 400
Boise, ID 83702
(Name and address
of agent for service)
(208) 331-8400
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Stephen Leitzell, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, Pennsylvania 19104
(215) 994-4000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
(Do not check if a smaller
reporting company) |
Smaller
reporting company o |
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered |
Amount to be
registered (1) |
Proposed maximum
offering price per share (2) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee |
Common Stock,
par value $0.01 per share |
1,500,000 |
$36.88 |
$55,320,000
|
$5,570.72 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended
(the “Securities Act”), this registration statement (the “Registration Statement”) shall also cover
any additional shares of common stock of US Ecology, Inc. (the “Registrant”) which become issuable under the Registrant’s
Omnibus Incentive Plan (the “Omnibus Plan”) by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding
shares of the Registrant. |
| |
(2) | Estimated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, solely for the purposes of calculating the registration
fee, based upon the average of the reported high and low sales prices for a share of the Registrant’s common stock on October
30, 2015 as reported on the NASDAQ Global Select Market. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
Registrant will send or give documents containing the information specified by Part I of this Registration Statement to participants
in the Omnibus Plan to which this Registration Statement relates, as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the “Commission”) under the Securities Act. The Registrant is not filing such documents with
the Commission, but these documents constitute (along with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as originally
filed with the Commission by the Registrant, are incorporated herein by reference:
(a) the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2014, filed on March 2, 2015;
(b) the Registrant’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2015, filed on May 4, 2015;
(c) the Registrant’s Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2015, filed on August 7, 2015;
(d) the Registrant’s Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2015, filed on November 4, 2015;
(e) the Registrant’s Current Reports
on Form 8-K filed on March 12, 2015, June 1, 2015, August 7, 2015 and November 4, 2015; and
(f) the description of the Registrant’s
common stock contained in the Registrant’s Registration Statement on Form S-3 filed on March 1, 2013, including any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”) prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference
in this Registration Statement. Each document incorporated by reference in this Registration Statement shall be deemed to be a
part of this Registration Statement from the date of the filing of such document with the Commission, until the information contained
in such document is superseded or updated by any subsequently filed document which is incorporated by reference in this Registration
Statement.
Notwithstanding the foregoing provisions
of this Item 3, no document, or portion of or exhibit to any document, that is “furnished” to (rather than filed with)
the Commission shall be incorporated or deemed to be incorporated by reference in this Registration Statement.
Item 4. Description of Securities.
Not
applicable.
Item 5. Interests of Named Experts and Counsel.
Not
applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has broad powers to indemnify
directors and officers against liabilities they incur in these capacities under the Delaware General Corporation Law (the “DGCL”).
The Registrant’s Restated Certificate of Incorporation (i) requires that the Registrant indemnify current and former officers
and directors of the Registrant for expenses, liabilities and losses incurred when they are made parties to or are threatened to
be made parties to actions, suits or proceedings by reason of the fact that they are or were directors or officers of the Registrant
and (ii) eliminates personal liability of individual directors to the Registrant or its stockholders for any breach of fiduciary
duty, in each case, to the fullest extent allowed under the DGCL.
Section 145(a) of the DGCL provides that
a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides
that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact
that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to be indemnified for such expenses which the court shall deem proper.
Section 145 of the DGCL further
provides that (i) to the extent that a former or present director or officer of a corporation has been successful in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by
him or her in connection therewith; (ii) indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and (iii) the corporation may purchase and maintain insurance
on behalf of any present or former director, officer, employee or agent of the corporation or any person who at the request of
the corporation was serving in such capacity for another entity against any liability asserted against such person and incurred
by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.
Article Seven of the Registrant’s
Restated Certificate of Incorporation provides that the Registrant shall indemnify to the full extent permitted by the DGCL any
person who was or is made a party or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of the Registrant (including service by such person in any
capacity at another entity during his or her tenure as a director or officer of the Registrant at the Registrant’s request)
for all expenses, liabilities or losses reasonably incurred or suffered by such person in connection with such action, suit or
proceeding. The Registrant shall pay the indemnified person’s expenses incurred in defending any proceeding in advance if
the indemnified person undertakes in writing to repay the amounts advanced if it is determined ultimately that the indemnified
person is not entitled to indemnification. Article Seven of the Registrant’s Restated Certificate of Incorporation also eliminates
the personal liability of the Registrant’s directors to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty, to the fullest extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed.
Not
applicable.
Item 8. Exhibits.
See
Exhibit Index.
Item 9. Undertakings
(a) The Registrant hereby
undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs (i) and (ii) shall not apply if the information
required to be included in a post-effective amendment of this Registration Statement by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on November 4, 2015.
US ECOLOGY, INC.
By:/s/
Jeffrey R. Feeler
Jeff Feeler
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Jeffrey R. Feeler and Eric L. Gerratt, each and individually,
his or her attorneys-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to
sign any or all amendments or post-effective amendments to this Registration Statement and to file the same with the Commission,
granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorney-in-fact,
or his agent or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
/s/ Jeffery R. Feeler.
Jeffrey R. Feeler
|
Director, President, Chief Executive Officer
(Principal Executive Officer) |
November 4, 2015 |
/s/ Eric L. Gerratt.
Eric L. Gerratt
|
Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer) |
November 4, 2015 |
/s/ Joe F. Colvin .
Joe F. Colvin
|
Director |
November 4, 2015 |
/s/ Katina Dorton .
Katina Dorton
|
Director |
November 4, 2015 |
/s/ Daniel Fox .
Daniel Fox
|
Director |
November 4, 2015 |
/s/ David M. Lusk.
David M. Lusk
|
Director |
November 4, 2015 |
/s/ Stephen A. Romano
Stephen A. Romano
|
Director |
November 4, 2015 |
/s/ John T. Sahlberg
John T. Sahlberg
|
Director |
November 4, 2015 |
Exhibit Index
Exhibit Number |
|
Description |
|
|
|
4.1 |
|
US Ecology, Inc. Omnibus Incentive Plan (filed as Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 15, 2015, and incorporated by reference herein). |
|
|
|
5.1 |
|
Opinion of Dechert LLP (counsel to
the Registrant) as to the legality of the securities being registered. |
|
|
|
23.1 |
|
Consent of Deloitte & Touche LLP. |
|
|
|
23.2 |
|
Consent of Dechert LLP (included as
Exhibit 5.1). |
|
|
|
24.1 |
|
Power of Attorney (included on the signature page hereto). |
EXHIBIT 5.1
OPINION RE LEGALITY
November 4, 2015
US Ecology, Inc.
251 E. Front St.
Suite 400
Boise, Idaho 83702
Re: REGISTRATION STATEMENT ON FORM
S-8
We have acted as counsel to US Ecology, Inc., a Delaware corporation
(the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”)
of a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under
the Securities Act of 1933, as amended (the “Securities Act”), the Company’s issuance of 1,500,000 shares
of its common stock, par value $0.01 per share (the “Shares”), issuable under the U.S. Ecology, Inc. Omnibus
Incentive Plan (the “Plan”).
This opinion is being furnished to the Company in connection with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter
pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the Shares.
As your counsel, we have examined such documents and such matters
of fact and law that we have deemed necessary for the purpose of rendering the opinion expressed herein. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, and
the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are
signatories to the documents examined by us, and the legal power and authority of all persons signing on behalf of parties to all
documents.
Subject to the foregoing and the other matters set forth herein,
it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent
and registrar therefor in the name or on behalf of the holders and have been issued by the Company against payment therefor (not
less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants
or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and
exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder
and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action
of the Company, and the Shares will be validly issued, fully paid and non-assessable.
We are members of the Bar of the Commonwealth of Pennsylvania and
the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ DECHERT LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated March 2, 2015, relating to the consolidated financial statements
of US Ecology, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control
over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2014.
/s/ DELOITTE & TOUCHE LLP
Boise, ID
November 4, 2015
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