CLEAN HARBORS INC — Regulatory Filings 2010

May 19, 2010

| As filed with the Securities and Exchange
Commission on May 19, 2010 |
| --- |
| Registration No.333- |

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*FORM S-8*

*REGISTRATION STATEMENT*

*UNDER*

*THE SECURITIES ACT OF 1933*

*CLEAN HARBORS, INC.*

(Exact name of registrant as specified in its charter)

Massachusetts	04-2997780
(State or other
jurisdiction	(I.R.S. Employer
Identification No.)
of incorporation or
organization)

*42 Longwater Drive, Norwell, Massachusetts 02061-9149*

(Address of principal executive offices) (Zip Code)

*CLEAN HARBORS, INC. 2010 STOCK INCENTIVE PLAN*

(Full title of plan)

*C. Michael Malm*

*Davis, Malm & D’Agostine, P.C.*

*One Boston Place*

*Boston, Massachusetts 02108*

(Name and address of agent for service)

*617-367-2500*

(Agent’s telephone number, including area code)

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
(Do not check if a smaller reporting company)

*CALCULATION OF REGISTRATION FEE*

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee (1)
Common Stock, $.01 par
value per share	3,000,000	$ 60.845	$ 182,535,000.00	$ 13,014.75

(1) Computed under Rule 457(c) and (h) based upon the market price of the registrant’s Common Stock on the New York Stock Exchange on May 14, 2010.

Approximate date of proposed public offering : From time to time after the effective date of this Registration Statement.

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*PART I*

This Registration Statement has been prepared in accordance with the requirements of Form S-8 and relates to 3,000,000 shares of common stock, $.01 par value per share (“Common Stock”), of Clean Harbors, Inc. (the “Company”). Such shares are available for potential future issuance under the Company’s 2010 Stock Incentive Plan, as approved respectively by the Company’s Board of Directors on March 8, 2010 and shareholders on May 10, 2010.

Documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified in Rule 428(b)(1).

*PART II*

*Item 3. Incorporation of Documents By Reference*

The following documents filed by the Company with the Commission (File No. 001-34223) are incorporated in and made a part of this Registration Statement by reference:

(1) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009; and

(2) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;

(3) the Company’s definitive Proxy Statement dated April 5, 2010 for its annual meeting of shareholders held on May 10, 2010;

(4) the Company’s Reports on Form 8-K (other than the copy of a press release furnished as Exhibit 99.1 to the first such Report) filed with the Commission on May 5, 2010 and May 14, 2010; and

(5) the description of the Company’s Common Stock contained under the caption “Description of Capital Stock” in the Prospectus Supplement dated April 23, 2008 filed under the Company’s Registration Statement on Form S-3 under the Securities Act (No. 333-150296).

In addition to the foregoing documents, all documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents.

During the quarter ended March 31, 2010, the Company made certain changes to the composition of its reportable segments as discussed in Note 1, “Basis of Presentation,” to the unaudited interim consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. The changes consisted primarily of re-assigning certain departments from the Field Services segment to the Industrial Services segment to align with the management reporting changes made during the quarter and related to the acquisition of Eveready Inc. on July 31, 2009. To be consistent with the new reporting segment structure, the financial information which is presented in Note 19, “Segment Reporting,” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 as incorporated by reference into this registration statement has been recast as follows:

	For the Year Ended December 31, 2009 — Technical Services	Field Services		Industrial Services		Exploration Services	Corporate Items		Totals
Third
party revenues	$ 648,398	$ 205,019		$ 202,508		$ 17,991	$ 304		$ 1,074,220
Intersegment
revenues, net	24,802	(19,780	)	(3,398	)	392	(2,016	)	—
Direct
revenues	$ 673,200	$ 185,239		$ 199,110		$ 18,383	$ (1,712	)	$ 1,074,220

	For the Year Ended December 31, 2008 — Technical Services	Field Services		Industrial Services		Exploration Services	Corporate Items		Totals
Third
party revenues	$ 710,135	$ 264,153		$ 56,408		$ —	$ 17		$ 1,030,713
Intersegment
revenues, net	24,958	(19,047	)	(3,727	)	—	(2,184	)	—
Direct
revenues	$ 735,093	$ 245,106		$ 52,681		$ —	$ (2,167	)	$ 1,030,713

	For the Year Ended December 31, 2007 — Technical Services	Field Services		Industrial Services		Exploration Services	Corporate Items		Totals
Third
party revenues	$ 669,885	$ 228,561		$ 48,432		$ —	$ 39		$ 946,917
Intersegment
revenues, net	24,628	(17,927	)	(5,551	)	—	(1,150	)	—
Direct
revenues	$ 694,513	$ 210,634		$ 42,881		$ —	$ (1,111	)	$ 946,917

	December 31, 2009		December 31, 2008		December 31, 2007
Adjusted
EBITDA:
Technical
Services	$ 176,703		$ 186,602		$ 163,481
Field
Services	21,210		35,042		33,536
Industrial
Services	24,757		10,936		6,809
Exploration
Services	704		—		—
Corporate
Items	(65,794	)	(69,361	)	(70,529	)
Total	$ 157,580		$ 163,219		$ 133,297

1

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	December 31, 2009	December 31, 2008
Property,
plant and equipment, net:
Technical
Services	$ 259,873	$ 234,640
Field
Services	24,273	17,959
Industrial
Services	232,981	12,605
Exploration
Services	47,224	—
Corporate
or other assets	25,593	30,257
Total
property, plant and equipment, net	589,944	295,461
Intangible
assets:
Technical
Services
Goodwill	$ 25,856	$ 22,417
Permits
and other intangibles, net	65,162	64,817
Total
Technical Services	91,018	87,234
Field
Services
Goodwill	3,372	1,506
Permits
and other intangibles, net	4,240	2,969
Total
Field Services	7,612	4,475
Industrial
Services
Goodwill	16,229	655
Permits
and other intangibles, net	29,972	3,968
Total
Industrial Services	46,201	4,623
Exploration
Services
Goodwill	10,628	—
Permits
and other intangibles, net	14,814	—
Total
Exploration Services	25,442	—
Total	$ 170,273	$ 96,332
	December 31, 2009	December 31, 2008
Total
assets:
Technical
Services	$ 514,084	$ 446,793
Field
Services	44,279	31,016
Industrial
Services	302,392	18,421
Exploration
Services	83,471	—
Corporate
Items	456,842	402,106
Total
assets	$ 1,401,068	$ 898,336

2

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The financial information which is presented in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 as incorporated by reference into this registration statement has been recast to conform to the new reporting segment structure as follows:

	December 31, 2009		December 31, 2008		December 31, 2007
Direct
Revenues:
Technical
Services	$ 673,200		$ 735,093		$ 694,513
Field
Services	185,239		245,106		210,634
Industrial
Services	199,110		52,681		42,881
Exploration
Services	18,383		—		—
Corporate
or other assets	(1,712	)	(2,167	)	(1,111	)
Total	1,074,220		1,030,713		946,917
Cost
of Revenues:
Technical
Services	432,201		484,292		468,933
Field
Services	142,168		182,834		157,488
Industrial
Services	158,102		38,296		32,259
Exploration
Services	16,091		—		—
Corporate
or other assets	4,921		2,398		5,760
Total	753,483		707,820		664,440
Selling,
General & Administrative Expenses:
Technical
Services	64,296		64,199		62,099
Field
Services	21,861		27,230		19,611
Industrial
Services	16,251		3,449		3,813
Exploration
Services	1,588		—		—
Corporate
or other assets	59,161		64,796		63,657
Total	163,157		159,674		149,180
Adjusted
EBITDA:
Technical
Services	176,703		186,602		163,481
Field
Services	21,210		35,042		33,536
Industrial
Services	24,757		10,936		6,809
Exploration
Services	704		—		—
Corporate
Items	(65,794	)	(69,361	)	(70,529	)
Total	$ 157,580		$ 163,219		$ 133,297

*Item 4. Description of Securities*

Not Applicable

Item 5. Interest of Named Experts and Counsel

Davis, Malm & D’Agostine, P.C., Boston, Massachusetts, has passed upon the validity of the shares of Common Stock being offered under this

3

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registration statement. As of May 7, 2010, shareholders in Davis, Malm & D’Agostine, P.C., beneficially owned an aggregate of 10,000 shares of Common Stock (including 1,000 shares owned by, or for the benefit of, members of their immediate families).

Item 6. Indemnification of Directors and Officers

Sections 8.51 and 8.52 of the Massachusetts Business Corporation Act, as amended, give Massachusetts corporations the power to indemnify each of their present and former officers or directors under certain circumstances if such person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation. The Company’s Restated Articles of Organization and By-Laws provide for such indemnification of the officers and directors of the Company and its subsidiaries to the extent permitted by law. Reference is made to Article 6 of the Company’s Restated Articles of Organization filed as Exhibit 3.1A to the Company’s Report on Form 8-K dated May 18, 2005, and Article VII of the Company’s Amended and Restated By-Laws filed as Exhibit 3.4B to the Company’s Report on Form 8-K dated April 4, 2005, and incorporated herein by reference, for the applicable provisions regarding the indemnification of officers and directors.

The Company also maintains director and officer liability insurance which provides for protection of the directors and officers of the Company and its subsidiaries against liabilities and costs which they may incur in such capacities, including liabilities arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

Not applicable .

Item 8. Exhibits

See the Exhibit Index on page II-3.

*Item 9. Undertakings*

The undersigned 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 of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered

4

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(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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply to this registration statement on Form S-8 if the information required to be included in a post-effective amendment 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 the 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.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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

5

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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 of 1933 and will be governed by the final adjudication of such issue.

6

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*SIGNATURES*

Pursuant to the requirements of the Securities Act of 1933, the registrant, Clean Harbors, Inc., 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, thereunder duly authorized, in the Town of Norwell and the Commonwealth of Massachusetts on the 19th day of May, 2010.

CLEAN HARBORS, INC.
By:	/s/ Alan S. McKim
Alan S. McKim, Chairman

*POWER OF ATTORNEY*

KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears below constitutes and appoints Alan S. McKim, James M. Rutledge and C. Michael Malm, jointly and severally, his attorneys-in-fact, each with the power of substitution and resubstitution, for him in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Alan S. McKim	Chairman
of the Board and Chief Executive Officer	May 19, 2010
Alan S. McKim
/s/ James M. Rutledge	Executive
Vice President and Chief Financial Officer	May 19, 2010
James M. Rutledge
/s/
John R. Beals	Controller
and Chief Accounting Officer	May 19,
2010
John
R. Beals

II-1

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/s/Eugene Banucci	Director	May 19, 2010
Eugene Banucci
/s/ John P. DeVillars	Director	May 19, 2010
John P. DeVillars
/s/ John F. Kaslow	Director	May 19, 2010
John F. Kaslow
/s/ Rod Marlin	Director	May 19, 2010
Rod Marlin
/s/ Daniel J. McCarthy	Director	May 19, 2010
Daniel J. McCarthy
/s/ John T. Preston	Director	May 19, 2010
John T. Preston
/s/ Andrea Robertson	Director	May 19, 2010
Andrea Robertson
/s/ Thomas J. Shields	Director	May 19, 2010
Thomas J. Shields
/s/ Lorne R. Waxlax	Director	May 19, 2010
Lorne R. Waxlax

II-2

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EXHIBIT INDEX

| | The
following exhibits are filed as a part of this Registration Statement: |
| --- | --- |
| 5 | Opinion
of Davis, Malm & D’Agostine, P.C. as to the legality of the
securities being registered (filed herewith). |
| 23.1 | Consent
of Independent Registered Public Accounting Firm, Deloitte & Touche
LLP (filed herewith). |
| 23.2 | Consent
of Davis, Malm & D’Agostine, P.C. is contained in their opinion
filed as Exhibit 5. |
| 24 | Power of Attorney (see
page II-1 of this Registration Statement). |

II-3

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