(Check One):

    x  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    ¨  Form 10-Q

    ¨  Form N-SAR




Washington, DC 20549


FORM 12b-25





OMB Number: 3235-0058

Expires: January 31, 2005

Estimated average burden hours per response . . . 2.50









x  For Period Ended: December 31, 2002


¨  Transition Report on Form 10-K


¨  Transition Report on Form 20-F


¨  Transition Report on Form 11-K


¨  Transition Report on Form 10-Q


¨  Transition Report on Form N-SAR


¨  For the Transition Period Ended: N/A                                                 



Read Instruction 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:             






Clean Harbors, Inc.


Full Name of Registrant




Former Name if Applicable


1501 Washington Street


Address of Principal Executive Office (Street and Number)


Braintree, MA 02184-7535


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)






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




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




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






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


As disclosed in previous filings with the Securities and Exchange Commission, Clean Harbors, Inc. (the “Company”) purchased on September 10, 2002 (but effective as of September 7, 2002), the assets of the Chemical Services Division of Safety-Kleen Corp. In connection with the financing of that acquisition, the Company issued in a private placement to six institutional investors for  $25 million in cash a total of 25,000 shares of the Company’s Series C Convertible Preferred Stock, $.01 par value (“Series C Preferred Stock”). The Company has recently determined that the option of the holders to convert their shares of Series C Preferred Stock into common stock of the Company must be accounted for separately from the fair value of the Series C Preferred Stock without the conversion feature, and the Company needs more time to properly describe this issue in its Form 10-K. This delay has made it unpracticable for the Company to file by March 31, 2003 its annual report on Form 10-K for the year ended December 31, 2002. The Company anticipates filing such report on or about April 8, 2003.


(Attach Extra Sheets if Needed)





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


Roger A. Koenecke






(Area Code)


849-1800 ext. 1160


(Telephone Number)


(2)   Have all other periodic reports 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    ¨  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    ¨  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.


The Company will report net losses for the year ended December 31, 2002 while for the year ended December 31, 2001 the Company reported net income of $5,540,000. The purchase of the assets of the Chemical Services Division of Safety-Kleen Corp. required that the Company refinance the outstanding debt that existed prior to the acquisition, and the net losses for the year ended December 31, 2002 are primarily due to the costs of these debt extinguishments. The debt extinguishment resulted in an extraordinary charge against earnings of $24,658,000 for the year ended December 31, 2002.





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     April 1, 2003


By    /s/ Roger A. Koenecke


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.




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).


Last update: 10/8/2002