UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

 

 

 

 

SEC FILE NUMBER

0-16379

 

CUSIP NUMBER

184496107

 

(Check one):

 

x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

 

 

o Form N-SAR

o Form N-CSR

 

 

 

 

 

 

 

 

 

 

 

 

For Period Ended:

December 31, 2007

 

 

o Transition Report on Form 10-K

 

 

 

 

o Transition Report on Form 20-F

 

 

 

 

o Transition Report on Form 11-K

 

 

 

 

o Transition Report on Form 10-Q

 

 

 

 

o Transition Report on Form N-SAR

 

 

 

 

For the Transition Period Ended:

N/A

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

Clean Harbors, Inc.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

42 Longwater Drive

Address of Principal Executive Office (Street and Number)

 

Norwell, MA  02061-9149

City, State and Zip Code

 

 


 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

This is the first year for which the Company is classified as a “large accelerated file” and therefore required, subject to a permitted extension under Rule 12b-25 under the Securities Exchange Act of 1934, as amended, to file its Annual Report on Form 10-K within 60, rather than 75 days after the completion of its fiscal year. Despite the Company’s efforts to comply with this accelerated filing schedule, the Company has been unable to complete the preparation of its financial statements, which are subject to the completion of the audit by the Company’s independent registered public accounting firm, within the shortened time period. This has made it impractical for the Company to file by February 29, 2008 its Annual Report on Form 10-K for the year ended December 31, 2007. The Company currently expects that it will be able to file such Annual Report by March 14, 2008.

 

(Attach extra Sheets if Needed)

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

James M. Rutledge

 

781

 

792-5125

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

 

 

 

 

 

x Yes    o No

 

 

 

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

 

 

 

x Yes    o No

 

 

 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

As reported in the Company’s press release dated February 27, 2008 (a copy of which was furnished to the Commission as Exhibit 99.1 to the Company’s Report on Form 8-K dated February 27, 2008), the Company’s revenues for the year ended December 31, 2007 were $946.9 million, compared with $829.8 million for full year 2006.  Operating income for full year 2007 increased 15% to $85.3 million versus $74.4 million in the prior year.  The Company generated net income attributable to common stockholders of $44.0 million, or $2.14 per diluted share, for full year 2007.  This compares with 2006 net income attributable to common stockholders of $46.4 million, or $2.26 per diluted share.  EBITDA (as defined in accordance with Company’s outstanding credit agreement and reconciled to net income in the press release described above) for 2007 increased  11% to $133.3 million from $111.9 million for 2006. This financial information is unaudited and is subject to the completion and filing of the Company’s Annual report on Form 10-K for the year ending December 31, 2007.

 


 

 

 

Clean Harbors, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date

February 29, 2008

 

By

/s/ James M. Rutledge

 

 

 

 

 

Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

General Instructions

 

1.

 

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

2.

 

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

3.

 

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

 

4.

 

Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

 

5.

 

Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).