ecol_8k-121108.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): December 11, 2008



AMERICAN ECOLOGY CORPORATION

(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
  
 
 
83706
(Address of principal executive offices)
  
(Zip Code)
     
     
(208) 331-8400
(Registrant’s telephone number, including area code)

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 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange 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 7.01                      Regulation FD Disclosure.   

On December 12, 2008, American Ecology Corporation (the “Company”) issued a press release announcing the Board of Directors approving an extension of the Company’s stock repurchase program from December 31, 2008 to February 28, 2009 unless extended, canceled or modified.  On October 28, 2008, the Board authorized the Company to repurchase up to 600,000 shares, or about 3%, of its outstanding common stock.

The Company also announced that it has entered into a prearranged stock repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934 (the “10b5-1 Plan”) to facilitate the repurchase program. Under the 10b5-1 Plan, our third party broker will have the authority to repurchase the Company’s shares in the open market or through privately negotiated transactions, in accordance with the terms of the plan.  The 10b5-1 Plan will permit repurchases commencing January 12, 2009 through February 28, 2009, unless the plan is terminated earlier in accordance with its terms. The press release is attached as Exhibit 99.1 to this report.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 
Item 9.01.                       Financial Statements and Exhibits.
 
 
Exhibit No.
  
Description
     
99.1
  
American Ecology Corporation press release dated December 12, 2008.


 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 


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.



 
AMERICAN ECOLOGY CORPORATION
  
 
(Registrant)
  
     
     
     
     
Date: December 12, 2008
By:  /S/ Jeffrey R. Feeler                                     
 
 
 Jeffrey R. Feeler
  
 
 Vice President & Chief Financial Officer
  
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit No.
  
Description
     
99.1
  
American Ecology Corporation press release dated December 12, 2008.