Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - US ECOLOGY, INC. | usecology_8k-ex9901.htm |
| EX-3.1 - CERTIFICATE OF OWNERSHIP, ETC. - US ECOLOGY, INC. | usecology_8k-ex0301.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 22, 2010
US ECOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
0-11688
|
95-3889638
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
|
Lakepointe
Centre I,
300
E. Mallard Drive, Suite 300
Boise,
Idaho
(Address
of principal executive offices)
|
83706
(Zip
Code)
|
|
|
|
(208) 331-8400
(Registrant’s
telephone number, including area code)
AMERICAN ECOLOGY CORPORATION
(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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Effective February 22, 2010, US
Ecology, Inc., formerly known as American Ecology Corporation (the “Company”),
merged a wholly owned subsidiary with and into the Company, and changed the
Company’s legal name to “US Ecology, Inc.” as a result
thereof. Pursuant to Section 253 of the General Corporation Law of
Delaware, such merger had the effect of amending the Company’s Restated
Certificate of Incorporation (the “Certificate of Incorporation”) to reflect the
new legal name of the Company. Specifically, Article FIRST of the
Company’s Certificate of Incorporation was deleted in its entirety and replaced
with the following:
“FIRST:
The name of the corporation is US Ecology, Inc.”
The name
change does not affect the rights of stockholders of the
Company. There were no other changes to the Company’s Certificate of
Incorporation. A copy of the Certificate of Ownership and Merger
Merging Buckeye Holdings Corporation, Inc. into American Ecology Corporation, as
filed with the Delaware Secretary of State and effective February 22, 2010, is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
The
Company will continue trading on the NASDAQ Global Market under the ticker
symbol “ECOL”. The new CUSIP number for US Ecology, Inc. is
91732J102.
On
February 22, 2010, the Company issued a press release announcing the transaction
described above. A copy of the press release is attached as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
3.1
99.1
|
Certificate
of Ownership and Merger Merging Buckeye Holdings Corporation into American
Ecology Corporation, effective February 22, 2010, as filed with the
Delaware Secretary of State.
Press
Release, dated February 22, 2010, entitled “American Ecology Announces
Name Change To Us Ecology, Inc.”
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
US
Ecology, Inc.
|
|
|
(Registrant)
|
|
|
Date: February
22, 2010
|
By:
/S/ Jeffrey R.
Feeler
|
|
Jeffrey R. Feeler
|
|
|
Vice
President and Chief Financial
Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
3.1
99.1
|
Certificate
of Ownership and Merger Merging Buckeye Holdings Corporation into American
Ecology Corporation, effective February 22, 2010, as filed with the
Delaware Secretary of State.
Press
Release, dated February 22, 2010, entitled “American Ecology Announces
Name Change To Us Ecology, Inc.”
|