8-K

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 4, 2009

 Stericycle, Inc.

  (Exact name of registrant as specified in its charter)

Delaware	0-21229	36-3640402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

 28161 North Keith Drive

 Lake Forest, Illinois 60045

(Address of principal executive offices including zip code)

 (847) 367-5910

(Registrant's telephone number, including area code)

 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:

[    ]

Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)

[    ]

Soliciting material pursuant to Rule 425 under the Securities Act (17 CFR 240.14a-12)

[    ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01

Completion of Acquisition or Disposition of Assets

As we previously reported, on December 7, 2009, we completed our acquisition of MedServe, Inc., a Delaware corporation (“MedServe”), pursuant to the agreement and plan of merger, dated as of May 9, 2009, as amended, that we and our acquisition subsidiary entered into with MedServe and Avista Capital Partners, L.P., a Delaware limited partnership, solely in its capacity as the representative of the MedServe shareholders. Pursuant to the merger agreement and upon completion of the merger, our acquisition subsidiary was merged with and into MedServe and MedServe became a wholly-owned subsidiary of ours. Completion of the merger followed the receipt on November 30, 2009 of clearance of the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The total merger consideration was $182,500,000 in cash, subject to reduction for MedServe’s indebtedness as of the closing date, MedServe’s expenses in connection with the transaction, and other expenses related to the transaction. In addition, $27,375,000 of the merger consideration was deposited into escrow to cover indemnification obligations of the MedServe stockholders under the merger agreement.

There was no material relationship between us or any of our affiliates and any stockholders of MedServe.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following exhibits are filed with this report:

2.1

Agreement and Plan of Merger, dated as of May 9, 2009, by and among Stericycle, Inc., a Delaware corporation, ATMW Acquisition Corp., a Delaware corporation, MedServe, Inc., a Delaware corporation, and Avista Capital Partners, L.P., a Delaware limited partnership, as shareholders’ rep (incorporated by reference to Exhibit 2.1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2009)

2.2

Amendment No. 1 to Agreement and Plan of Merger, dated as of August 6, 2009, by and among Stericycle, Inc., ATMW Acquisition Corp., MedServe, Inc. and Avista Capital Partners, L.P., as shareholders’ rep (incorporated by reference to Exhibit 2.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2009)

2.3

Amendment No. 2 to Agreement and Plan of Merger, dated as of September 17, 2009, by and among Stericycle, Inc., ATMW Acquisition Corp., MedServe, Inc. and Avista Capital Partners, L.P., as shareholders’ rep

2.4

Amendment No. 3 to Agreement and Plan of Merger, dated as of November 19, 2009, by and among Stericycle, Inc., ATMW Acquisition Corp., MedServe, Inc. and Avista Capital Partners, L.P., as shareholders’ rep

2.5

Amendment No. 4 to Agreement and Plan of Merger, dated as of November 30, 2009, by and among Stericycle, Inc., ATMW Acquisition Corp., MedServe, Inc. and Avista Capital Partners, L.P., as shareholders’ rep

99.1

Press release issued by Stericycle on December 7, 2009 (incorporated by reference to Exhibit 99.1 to our current report on Form 8-K filed on December 7, 2009)

 SIGNATURES

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.

 Dated: December 10, 2009  Stericycle, Inc.

By:	/s/ Frank J.M. ten Brink
	Frank J.M. ten Brink
	Executive Vice President and Chief Financial Officer

.

EX-2

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated effective as of September 17, 2009, by and amongStericycle, Inc., a Delaware corporation (the “Buyer”), ATMW Acquisition Corp., a Delaware corporation (the “Acquisition Sub”), MedServe, Inc., a Delaware corporation (the “Target”), and solely in its capacity as representative for the Shareholders pursuant to this Agreement, Avista Capital Partners, L.P., a Delaware limited partnership (the “Shareholders’ Rep”). Each of the Buyer, the Acquisition Sub, the Target and the Shareholders’ Rep is referred to herein individually , as a “Party” and collectively, as the “Parties”.

WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated effective as of May 9, 2009 (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated effective as of August 6, 2009, the "Merger Agreement"), whereby the Acquisition Sub will be merged with and into the Target in a transaction whereby the Target will become a wholly owned subsidiary of the Buyer;

WHEREAS, Parties desire to amend the Merger Agreement in certain respects as more specifically set forth below; and

WHEREAS, capitalized terms not defined herein shall have the meanings given to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the agreements herein contained, the Parties hereto hereby agree as follows:

1.

Termination. The Parties hereby agree to amend Section 8.1(b) of the Merger Agreement to read in its entirety as follows:

“(b)

by either the Buyer or the Target, if the Closing shall not have occurred by November 30, 2009 (the “Outside Date”), upon written notice by such terminating Party; provided that at the time such notice is given, a material breach of this Agreement by such terminating Party shall not be the principal reason for the failure of the Closing to occur;”

2.

Ratification. Except as expressly amended by this Amendment, the Merger Agreement and the schedules and exhibits thereto shall remain in full force and effect. None of the rights, interests and obligations existing and to exist under the Merger Agreement are hereby released, diminished or impaired, and the Parties hereby reaffirm all covenants, representations and warranties in the Merger Agreement.

3.

Execution in Counterparts. For the convenience of the Parties, this Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.

Governing Law. This Amendment shall be governed by and construed in accordance with the terms of the Merger Agreement.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Agreement and Plan of Merger effective as of the date written above.

BUYER:

STERICYCLE, INC.

a Delaware corporation

By:

/s/ MARK C. MILLER

Name:

Mark C. Miller

Title:

President and CEO

ACQUISITION SUB:

ATMW Acquisition Corp.

a Delaware corporation

By:

/s/ MARK C. MILLER

Name:

Mark C. Miller

Title:

President

THE COMPANY:

MedServe, Inc.

a Delaware corporation

By:

/s/ ROGER A. RAMSEY

Name:

Roger A. Ramsey

Title:

Chairman and Chief Executive Officer

The Shareholders’ Rep:

Avista Capital Partners, L.P.

By:

/s/ BENJAMIN A. SILBERT

Name:

Benjamin A. Silbert

Title:

General Counsel

EX-2

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated effective as of November 19, 2009, by and among STERICYCLE, INC., a Delaware corporation (the “Buyer”), ATMW ACQUISITION CORP., a Delaware corporation (the “Acquisition Sub”), MEDSERVE, INC., a Delaware corporation (the “Target”), and solely in its capacity as representative for the Shareholders pursuant to this Agreement, AVISTA CAPITAL PARTNERS, L.P., a Delaware limited partnership (the “Shareho lders’ Rep”).  Each of the Buyer, the Acquisition Sub, the Target and the Shareholders’ Rep is referred to herein individually, as a “Party” and collectively, as the “Parties”.

  WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated effective as of May 9, 2009 (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated effective as of August 6, 2009 and Amendment No. 2 to Agreement and Plan of Merger dated effective as of September 17, 2009, the "Merger Agreement"), whereby the Acquisition Sub will be merged with and into the Target in a transaction whereby the Target will become a wholly owned subsidiary of the Buyer;

WHEREAS, Parties desire to amend the Merger Agreement in certain respects as more specifically set forth below; and

WHEREAS, capitalized terms not defined herein shall have the meanings given to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows:

1.

Termination.  The parties hereby agree to amend Section 8.1(b) of the Merger Agreement to read in its entirety as follows:   

“(b)

by either the Buyer or the Target, if the Closing shall not have occurred by December 15, 2009 (the “Outside Date”), upon written notice by such terminating Party; provided that at the time such notice is given, a material breach of this Agreement by such terminating Party shall not be the principal reason for the failure of the Closing to occur;”

2.

Ratification.  Except as expressly amended by this Amendment, the Merger Agreement and the schedules and exhibits thereto shall remain in full force and effect.  None of the rights, interests and obligations existing and to exist under the Merger Agreement are hereby released, diminished or impaired, and the parties hereby reaffirm all covenants, representations and warranties in the Merger Agreement.

3.

Execution in Counterparts.  For the convenience of the Parties, this Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.

Governing Law.  This Amendment shall be governed by and construed in accordance with the terms of the Merger Agreement.  

[Signature Page Follows]

IN WITNESS WHEREOF, Parties have executed this Amendment effective as of the date written above.

BUYER:

STERICYCLE, INC.

a Delaware corporation

By:

/s/ Richard T. Kgler

Name:

Richard T. Kogler

Title:

Executive Vice President

ACQUISITION SUB:

ATMW ACQUISITION CORP.

a Delaware corporation

By:

/s/ Richard T. Kogler

Name:

Richard T. Kogler

Title:

Vice President

THE COMPANY:

MEDSERVE, INC.

a Delaware corporation

By:

/s/ Mchael M. Fields

Name:

Michael M. Fields

Title:

President

THE SHAREHOLDERS’ REP:

AVISTA CAPITAL PARTNERS, L.P.

By:

/s/ Robert Cabes

Name:

Robert Cabes

Title:

Partner

2

EX-2

AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated effective as of November 30, 2009, by and among STERICYCLE, INC., a Delaware corporation (the “Buyer”), ATMW ACQUISITION CORP., a Delaware corporation (the “Acquisition Sub”), MEDSERVE, INC., a Delaware corporation (the “Target”), and solely in its capacity as representative for the Shareholders pursuant to this Agreement, AVISTA CAPITAL PARTNERS, L.P., a Delaware limited partnership (the “Shareholders’ Rep”). Each of the Buyer, the Acquisition Sub, the Target and the Shareholders’ Rep is referred to herein individually, as a “Party” and collectively, as the “Parties”.

 WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated effective as of May 9, 2009 (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated effective as of August 6, 2009, Amendment No. 2 to Agreement and Plan of Merger dated effective as of September 17, 2009 and Amendment No. 3 to Agreement and Plan of Merger dated effective as of November 19, 2009, the "Merger Agreement"), whereby the Acquisition Sub will be merged with and into the Target in a transaction whereby the Target will become a wholly owned subsidiary of the Buyer;

WHEREAS, Parties desire to amend the Merger Agreement in certain respects as more specifically set forth below; and

WHEREAS, capitalized terms not defined herein shall have the meanings given to them in the Merger Agreement.

NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows:

1.

Merger Consideration. The parties hereby agree to amend the definition of “Merger Consideration” in Section 1 of the Merger Agreement to read in its entirety as follows:

“Merger Consideration” means One Hundred Eighty-two Million Five Hundred Thousand Dollars ($182,500,000.00).

2.

Escrow Amount. The parties hereby agree to amend Section 2.8(a)(vi) of the Merger Agreement to read in its entirety as follows:

(vi)

Sixth, an amount equal to $27,375,000 (the “Escrow Amount”), to be deposited in one or more accounts (collectively, the “Escrow Account”) with the Escrow Agent; and

3.

Ratification. Except as expressly amended by this Amendment, the Merger Agreement and the schedules and exhibits thereto shall remain in full force and effect. None of the rights, interests and obligations existing and to exist under the Merger Agreement are hereby released, diminished or impaired, and the parties hereby reaffirm all covenants, representations and warranties in the Merger Agreement.

4.

Execution in Counterparts. For the convenience of the Parties, this Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.

Governing Law. This Amendment shall be governed by and construed in accordance with the terms of the Merger Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, Parties have executed this Amendment effective as of the date written above.

BUYER:

STERICYCLE, INC.

a Delaware corporation

By:

/s/ Frank J.M. ten Brink

Name:

Frank J. M. ten Brink

Title:

Executive Vice President

ACQUISITION SUB:

ATMW ACQUISITION CORP.

a Delaware corporation

By:

/s/ Frank J.M. ten Brink

Name:

Frank J. M. ten Brink

Title:

Vice President

THE COMPANY:

MEDSERVE, INC.

a Delaware corporation

By:

/s/ Michael M. Fields

Name:

Michael M. Fields

Title:

President

THE SHAREHOLDERS’ REP:

AVISTA CAPITAL PARTNERS, L.P.

By:

/s/ Robert Cabes

Name:

Robert Cabes

Title:

Partner

2