Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this registration statement becomes effective and after the effective time of the merger of TMW Acquisition Corporation, a wholly-owned subsidiary of the registrant, with and into MedSolutions, Inc., pursuant to the Agreement and Plan of Merger dated July 6, 2007 entered into by the registrant, TMW Acquisition Corporation and MedSolutions, Inc.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     As used in this proxy statement/prospectus, “Stericycle” refers to Stericycle, Inc. and its consolidated subsidiaries and “MedSolutions” refers to MedSolutions, Inc. and its consolidated subsidiaries, in each case, except where the context otherwise requires or as otherwise indicated. This proxy statement/prospectus incorporates important business and financial information about Stericycle from documents that Stericycle has filed with the Securities and Exchange Commission. Two of these documents have been delivered with this proxy statement/prospectus, but the others have not. For a listing of all documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 215 of this proxy statement/prospectus.

     You may also request copies by email to investor@stericycle.com.

     In order for you to receive timely delivery of the documents in advance of the MedSolutions special meeting, Stericycle should receive your request no later than October 5,24, 2007.

     Delivered with this proxy statement/prospectus are (i) Stericycle’s annual report on Form 10-K for the year ended December 31, 2006 and (ii) its quarterly report on Form 10-Q for the quarter ended June 30, 2007, each as filed with the Securities and Exchange Commission. For convenience, Stericycle’s Form 10-K is referred to in this proxy statement/prospectus as Stericycle’s “2006 Form 10-K” and its Form 10-Q is referred to as its “2007 Second Quarter Form 10-Q.”

     You are cordially invited to attend the special meeting of shareholders of MedSolutions, Inc., a Texas corporation (“MedSolutions”), to be held on October 12,31, 2007, at 10:00 a.m., Dallas, Texas time, at MedSolutions’ corporate headquarters located at 12750 Merit Drive, Park Central VII, Suite 770, Dallas, Texas 75251. As described in this proxy statement/prospectus, the special meeting will be held for the following purposes:

     1. to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger dated as of July 6, 2007, by and among Stericycle, Inc., TMW Acquisition Corporation and MedSolutions, Inc.;

     2. to consider and vote upon a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of the approval and adoption of the merger agreement; and

     3. to consider and transact any other business as may properly be brought before the special meeting or any adjournments or postponements thereof.

     THE BOARD OF DIRECTORS OF MEDSOLUTIONS HAS CAREFULLY CONSIDERED THE TERMS OF THE MERGER AGREEMENT AND THE MERGER AND BELIEVES THAT THE MERGER IS ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF MEDSOLUTIONS AND ITS SHAREHOLDERS. THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE MERGER AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT.

     The Board of Directors of MedSolutions has fixed the close of business on September 21,October 8, 2007 as the record date for the determination of shareholders entitled to notice of, and to vote at, the MedSolutions special meeting or any reconvened meeting following an adjournment or postponement thereof. Only shareholders of record at the close of business on such record date are entitled to notice of and to vote at such meeting. A complete list of such shareholders will be available for examination at the MedSolutions special meeting and at MedSolutions’ offices at 12750 Merit Drive, Park Central VII, Suite 770, Dallas, Texas 75251, during ordinary business hours, after September 21,October 8, 2007, for the examination by any such shareholder for any purpose germane to the special meeting.

     It is important that your stock be represented at the special meeting regardless of the number of shares you hold. Please promptly mark, date, sign and return the enclosed proxy in the accompanying envelope, whether or not you intend to be present at the special meeting. See “Information About the Special Meeting and Voting” beginning on page 32. Your proxy is revocable at any time prior to its use at the special meeting.

Beverly Fleeger
Corporate Secretary
September 21,October 8, 2007

     No person is authorized to give any information or to make any representation with respect to the matters described in this proxy statement/prospectus other than those contained herein or in the documents incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been authorized by Stericycle or MedSolutions. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities offered by this proxy statement/prospectus or a solicitation of a proxy in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation. Neither the delivery hereof nor any distribution of securities made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of Stericycle or MedSolutions since the date hereof or that the information contained or incorporated by reference into this proxy statement/prospectus is correct as of any time subsequent to the date hereof.

     The following questions and answers briefly address some commonly asked questions about the special meeting and the merger. They may not include all the information that is important to you. We urge you to read carefully this entire proxy statement/prospectus, including the annexes and the other documents we refer to in this proxy statement/prospectus.

     We have generally avoided the use of technical defined terms in this proxy statement/prospectus, but a few frequently used terms may be helpful for you to have in mind at the outset. We refer to:

     In addition, we have already noted that Stericycle’s Form 10-K for the year ended December 31, 2006 is referred to in this proxy statement/prospectus as Stericycle’s “2006 Form 10-K” and its Form 10-Q for the quarter ended March 31, 2007 is referred to as its “2007 Second Quarter Form 10-Q.”

     Stericycle, Inc., headquartered in Lake Forest, Illinois, is in the business of managing regulated medical waste and providing an array of related services. Stericycle operates in the United States, Canada, Mexico, the United Kingdom, Ireland and Argentina.

     MedSolutions, Inc., headquartered in Dallas, Texas, is a diversified holding company that provides complete and effective regulated medical waste management outsource solutions, concentrating in the southern and northeastern portions of the United States.

     On July 6, 2007, the companies agreed to the merger between MedSolutions and Merger Sub under the terms of the merger agreement described in this proxy statement/prospectus and attached asAnnex A as amended by an amendment on September 28, 2007 attached to this proxy statement/prospectus asAnnex B. TheAs amended, the merger agreement is the legal document that governs the merger, and we urge you to read that agreement.

     At the effective time of the merger, Merger Sub will merge with and into MedSolutions. MedSolutions will be the surviving corporation in the merger and will become a wholly-owned subsidiary of Stericycle. The separate corporate existence of Merger Sub will cease at the effective time of the merger.

     At the effective time of the merger, each outstanding share of MedSolutions common stock (other than any shares owned directly or indirectly by MedSolutions, Stericycle, or Merger Sub and those shares held by dissenting shareholders) will be converted into the right to receive a combination of $0.50 in cash and a promissory note in the principal amount of $1.50. The promissory notes will be payable with interest only for six years, with a final payment of all principal and accrued and unpaid interest thereon due on the seventh anniversary of the issuance of the promissory notes. The promissory notes will bear interest at the election of each MedSolutions shareholder at the rate per annum of 3.5% or 4.5%. The promissory notes bearing interest at 3.5% will be letter of credit supported and the promissory notes bearing interest at 4.5% will be unsecured. Otherwise, the promissory notes are identical. Pursuant to the merger agreement, Stericycle will pay $13,580,968 in cash and $40,742,903 in principal amount of either 3.5% or 4.5% promissory notes, or an aggregate of $54,323,871 to be paid to the MedSolutions shareholders and optionholders in consideration of the merger. As already noted, we refer to the aggregate

amount of the cash consideration and the note consideration to be received by MedSolutions shareholders pursuant to the merger as the merger consideration. The merger consideration is subject to a downward adjustment by adjusting the aggregate amount that may ultimately be paid under the promissory notes. The aggregate principal amount of the promissory notes ultimately to be paid by Stericycle is subject to offset or reduction pursuant to the merger consideration principal adjustment (see discussion beginning on page 59 of this proxy statement/prospectus), litigation payment principal reduction (see discussion beginning on page 61 of this proxy statement/prospectus) and indemnification provisions (see discussion beginning on page 57 of this proxy statement/prospectus) of the merger agreement or in the event that the expenses of the payment agent and the indenture trustee exceed $80,000. Management of MedSolutions does not believe that there will be any meaningful adjustment to the merger consideration.

     All MedSolutions stock options have vested. At the effective time of the merger, the MedSolutions stock options will be canceled and converted to a right to receive the merger consideration for each deemed outstanding MedSolutions option share. The number of deemed outstanding MedSolutions option shares attributable to each MedSolutions stock option will be equal to the net number of shares of MedSolutions common stock (rounded down to the next whole share) that would have been issued upon a cashless exercise of that MedSolutions stock option immediately before the effective time of the merger. That net number of shares will be computed by deducting from the shares of MedSolutions common stock that would be issued to the option holder a number of deemed surrendered shares of MedSolutions common stock which is equal to the fair value of (i) the exercise price of a MedSolutions stock option to be paid by the option holder and (ii) all amounts required to be withheld and paid by MedSolutions for federal taxes and other payroll withholding obligations as a result of such exercise (using an assumed tax rate of 35%). The fair value of each deemed surrendered share of MedSolutions common stock, for purposes of determining the net number of shares, will be equal to $2.00.

     For a discussion of the United States federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences” beginning on page 51 of this proxy statement prospectus). Note in particular that the merger is structured as a taxable transaction for United States federal income tax purposes and may result in a taxable transaction under applicable state, local and other income tax laws. Assuming the Medsolutions shares have been held as a capital asset, the gain or loss recognized by a Medsolutions shareholder exchanging Medsolutions shares for merger consideration would generally be treated as capital gain or loss, subject to the limitations and further discussion set forth in “Material United States Federal Income Tax Consequences.” As further discussed therein, installment sale treatment may be available. Backup withholding may apply in the event requisite documentation of identity (on a substitute Form W9) is not provided.

     The MedSolutions Board of Directors has unanimously determined that the merger is advisable and in your best interests and unanimously recommends that you vote FOR the approval and adoption of the merger agreement and any adjournment or postponement of the special meeting. The merger has many advantages for MedSolutions shareholders and no significant disadvantages. By allowing MedSolutions shareholders to liquidate their investment in MedSolutions, management of MedSolutions believes they will have better investment opportunities than retaining their interests in MedSolutions. To be sure, MedSolutions shareholders can find much less risky investments with equal or better profit potential than if MedSolutions remained an independent company and its shareholders maintained their ownership in MedSolutions. The only disadvantage of the merger is that MedSolutions shareholders may find it difficult to invest in another company in MedSolutions’ industry other than Stericycle.

     In connection with the proposed merger, MedSolutions’ valuation advisor, Van Amburgh Valuation Associates, Inc. (“Van Amburgh”), delivered to MedSolutions’ Board of Directors a written opinion, dated June 30, 2007, as to the fairness, from a financial point of view, to the holders of MedSolutions common stock of the merger consideration. Van Amburgh’s opinion concluded that the merger is fair, from a financial point of view, to MedSolutions’ shareholders. The full text of Van Amburgh’s written opinion is attached to this proxy statement/prospectus asAnnex BC. We encourage you to read that opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations on the review undertaken by Van Amburgh in rendering its opinion.Van Amburgh’s opinion was provided to MedSolutions’ Board of Directors in connection with its evaluation of the merger and does not constitute a recommendation to any shareholder as to how he, she or it should vote on the merger or any matter relevant to the merger agreement.

     Stericycle anticipates that the acquisition of MedSolutions will increase Stericycle’s revenues and improve its operating profits through the integration of MedSolutions’ operations with those of Stericycle. The addition of MedSolutions’ customers will improve route densities, and the addition of MedSolutions’ facilities will shorten travel distances, thereby reducing overall transportation costs. Stericycle also anticipates a reduction in overhead costs as a result of the integration.

     Stericycle’s directors and executive officers will not change by reason of the merger. The officers and directors of Merger Sub immediately prior to the effective time will become the directors and officers of the surviving corporation following the merger.

     When you consider the MedSolutions Board of Director’s recommendation that MedSolutions shareholders vote in favor of the merger agreement and any adjournment or postponement of the special meeting, you should be aware that some MedSolutions officers and directors may have interests in the merger that may be different from, or in addition to, the interests of other MedSolutions shareholders generally. For instance, several of MedSolutions’ directors have made loans to MedSolutions which will be repaid in full as a result of the merger.Mr. Fleeger, MedSolutions’ President and Chief Executive Officer and a director, will be retained for six months as a consultant to Stericycle at the same rate of pay as his current employment agreement with MedSolutions. Finally, the directors and executive officers of MedSolutions are required to execute a noncompetition agreement with Stericycle. The MedSolutions Board of Directors was aware of these interests and considered them, among other matters, in unanimously approving and adopting the merger agreement and unanimously recommending that MedSolutions shareholders vote to approve and adopt the merger agreement. In addition, two non-officer directors who were disinterested directors, namely Mr. David Mack and Mr. Steven Block, voted to approve the merger. At the close of business on the record date for the MedSolutions special meeting, directors and executive officers of MedSolutions and their affiliates beneficially owned approximately 13.6% of the shares of MedSolutions common stock outstanding on that date.

     Completion of the merger depends on a number of conditions being satisfied or waived. These conditions include the following:

     Before the effective time of the merger, the merger agreement may be terminated:

     If the merger agreement is validly terminated, the merger agreement will become void without any liability on the part of any party unless that party is in breach. However, certain provisions of the merger agreement, including, among others, those provisions relating to expenses and termination fees, will continue in effect notwithstanding termination of the merger agreement.

     MedSolutions must pay to Stericycle a termination fee of $2,500,000 in the following circumstances:

In general, each of Stericycle, Merger Sub and MedSolutions will bear its own expenses in connection with the merger agreement and the related transactions. If the merger is consummated, the surviving corporation to the merger will pay MedSolutions’ transaction expenses up to $100,000. If the merger is not consummated, all expenses incurred in connection with the merger agreement and the related transactions will be paid by the party incurring them. If the merger is consummated, Stericycle will pay the fees and expenses of the payment agent selected to distribute the merger consideration and the fees and expenses of the indenture trustee in respect of the promissory notes, up to $80,000 in the aggregate. Any reasonable fees and expenses of the payment agent and indenture trustee in excess of $80,000 in the aggregate will be paid by Stericycle and reimbursed by reducing the principal amount of the promissory notes by the amount of such expenses.

The merger agreement restricts the ability of MedSolutions to solicit or engage in discussions or negotiations with a third party regarding a proposal to merge with or acquire a significant interest in MedSolutions. However, if MedSolutions receives an acquisition proposal from a third party that is more favorable to MedSolutions shareholders than the terms of the merger agreement and MedSolutions complies with specified procedures contained in the merger agreement, MedSolutions may furnish nonpublic information to that third party and engage in negotiations regarding an acquisition proposal with that third party, subject to specified conditions.

Stericycle will account for the merger using the purchase method of accounting.

     In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26, you should carefully read and consider the following risk factors in evaluating the proposals to be voted on at the special meeting of MedSolutions shareholders and in determining whether to vote for approval and adoption of the merger agreement. Please also refer to the additional risk factors identified in the periodic reports and other documents incorporated by reference into this proxy statement/prospectus and see “Where You Can Find More Information” beginning on page 215.

     The merger is subject to customary conditions to closing, as set forth in the merger agreement. The conditions to the merger include, among others, the receipt of the required approval of MedSolutions’ shareholders. If any of the conditions to the merger are not satisfied or, if waiver is permissible, not waived, the merger will not be completed. In addition, under circumstances specified in the merger agreement, Stericycle or MedSolutions may terminate the merger agreement. As a result, we cannot assure you that we will complete the merger. See “The Merger Agreement — Conditions Precedent” beginning on page 66 for a discussion of the conditions to the completion of the merger.

     When considering the recommendation of MedSolutions’ Board of Directors with respect to the merger, holders of MedSolutions common stock should be aware that certain of MedSolutions’ directors and executive officers have interests in the merger that are different from, or in addition to, their interests as MedSolutions shareholders and the interests of MedSolutions shareholders generally. These interests include, among other things, the following:

     Stericycle and MedSolutions currently operate as separate companies. Stericycle’s management has no experience running the combined business, and Stericycle may not be able to realize the operating efficiencies, synergies, cost savings or other benefits expected from the merger. In addition, the costs Stericycle incurs in implementing synergies, including its ability to amend, renegotiate or terminate prior contractual commitments of MedSolutions, may be greater than expected. Stericycle also may suffer a loss of customers or suppliers, a loss of revenues, or an increase in operating or other costs or other difficulties relating to the merger.

     Uncertainty about the effect of the merger on employees, suppliers, partners, regulators and customers may have an adverse effect on MedSolutions and potentially on Stericycle. These uncertainties may impair MedSolutions’ ability to attract, retain and motivate key personnel until the merger is consummated, and could cause suppliers, customers and others that deal with MedSolutions to defer purchases or other decisions concerning MedSolutions, or to seek to change existing business relationships with MedSolutions. Employee retention may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with Stericycle. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Stericycle, Stericycle’s business following the merger could be harmed. In addition, the merger agreement restricts MedSolutions from making certain acquisitions and taking other specified actions until the merger occurs. These restrictions may prevent MedSolutions from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Covenants and Agreements” beginning on page 63 for a description of the restrictive covenants applicable to MedSolutions.

     The merger agreement contains provisions that could adversely impact competing proposals to acquire MedSolutions. These provisions include the prohibition on MedSolutions generally from soliciting any acquisition proposal or offer for a competing transaction and the requirement that MedSolutions pay to Stericycle $2.5 million if the merger agreement is terminated in specified circumstances in connection with an alternative transaction. In addition, even if the Board of Directors of MedSolutions determines that a competing proposal to acquire MedSolutions is superior, MedSolutions may not exercise its right to terminate the merger agreement unless it notifies Stericycle of its intention to do so and gives Stericycle at least five days to propose revisions to the terms of the merger agreement or to make another proposal in response to the competing proposal. See “The Merger Agreement — Covenants and Agreements” beginning on page 63 and “The Merger Agreement — Termination” beginning on page 67.

     Stericycle required MedSolutions to agree to these provisions as a condition to Stericycle’s willingness to enter into the merger agreement. These provisions, however, might discourage a third party that might have an interest in acquiring all or a significant part of MedSolutions from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher value than the current proposed merger consideration. Furthermore, the termination fee may result in a potential competing acquirer proposing to pay a lower per share price to acquire MedSolutions than it might otherwise have proposed to pay.

     Although MedSolutions has agreed that its Board of Directors will, subject to fiduciary exceptions, recommend that its shareholders approve and adopt the merger agreement, there is no assurance that the merger agreement and the merger will be approved, and there is no assurance that the other conditions to the completion of the merger will be satisfied. If the merger is not completed, MedSolutions will be subject to several risks, including the following:

     In addition, MedSolutions would not realize any of the expected benefits of having completed the merger. If the merger is not completed, these risks may materialize and materially adversely affect MedSolutions’ business, financial results, financial condition and stock value.

     Van Amburgh, MedSolutions’ valuation advisor, delivered a “fairness opinion” to the MedSolutions Board of Directors. The opinion states that, as of June 30, 2007, the consideration to be received by MedSolutions shareholders pursuant to the merger agreement was fair from a financial point of view to MedSolutions shareholders. The opinion does not reflect changes that may have occurred after March 31, 2007, including changes to the operations and prospects of MedSolutions and Stericycle, changes in general market and economic conditions, or other factors; however, the opinion did take into account the potentially adverse effect of the verdict rendered against EMSI as described in the section entitled “The Merger Agreement—Adjustments to Merger Consideration—Litigation Adjustment” on page 61 of this proxy statement/prospectus. Any such changes, or other factors on which the opinion is based, may significantly alter the value of MedSolutions or Stericycle by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. For a description of the opinion that MedSolutions received

from its valuation advisor, see “The Merger — Opinion of MedSolutions’ Valuation Advisor” beginning on page 41. For a description of the other factors considered by MedSolutions’ Board of Directors in determining to approve the merger, see “The Merger — MedSolutions’ Reasons for the Merger” beginning on page 39 and “The Merger — Recommendation of the MedSolutions Board of Directors” beginning on page 40.

     The promissory notes are not secured by any assets of Stericycle and thus are general unsecured obligations. They do not have priority over any of Stericycle’s other indebtedness, and in the event of any bankruptcy proceedings, holders of the promissory notes would be in the same position as all of Stericycle’s other unsecured creditors. As of June 30, 2007, Stericycle’s long-term indebtedness, net of the current portion, was $508.7 million. None of Stericycle’s debt is senior to the promissory notes.

     Stericycle’s obligations under the 3.5% notes are supported by a letter of credit to the indenture trustee. In the event of any default by Stericycle in payment of the 3.5% notes, the indenture trustee, either on the trustee’s own initiative or at the direction of the shareholder representative, may declare all of the indebtedness represented by the 3.5% notes to be due and draw on the letter of credit for full payment of the amount owed. Accordingly, payment of the 3.5% notes is not ultimately dependent on Stericycle’s ability to make the payments due on the promissory notes.

     Stericycle’s ability to make the payments due on the promissory notes depends on its financial and operating performance, which is subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond Stericycle’s control. Stericycle cannot assure you that its cash flows from operations and other sources of liquidity will be sufficient to permit it to make the payments due on the promissory notes and the payments due on its other indebtedness.

     The promissory notes and the indentures under which they will be issued do not contain any restrictions preventing Stericycle from incurring additional debt. To the extent that Stericycle does so, Stericycle may find it more difficult, and may be unable, to make the payments due on the promissory notes and the payments due on its other indebtedness.

     There will be no public market for the promissory notes, and thus you may be unable to sell your promissory notes.

     If you are able to sell your promissory notes in a privately negotiated transaction, the purchaser may be expected to require a discount from the face amount of the promissory notes. This discount is likely to be very substantial because of:

     Payments under the promissory notes are subject to reduction by reason of an indemnification claim payment reduction. This reduction is in the nature of a dollar-for-dollar offset. See “The Merger Agreement—Representations and Warranties and Indemnification” on page 57 of this proxy statement/prospectus.

     The principal amount of the promissory notes is subject to reduction, retroactive to the date of issuance of the promissory notes, by reason of a merger consideration principal reduction. The principal amount of the promissory notes is also subject to reduction, effective as of the date of payment, by reason of a litigation payment principal reduction and by an expense payment principal reduction.

     Closing Balance Sheet Adjustment. The aggregate principal amount of the promissory notes will be reduced on a dollar-for-dollar basis to the extent that MedSolutions’ adjusted liabilities exceed its adjusted current assets as of the closing date of the merger by more than $4,340,000. For example, if MedSolutions’ adjusted liabilities exceed its adjusted current assets by $4,500,000 as of the closing date, $160,000 would be offset from the aggregate principal amount of the promissory notes. To the extent that the difference between MedSolutions’ adjusted liabilities and its adjusted current assets is determined to be less than $4,340,000 as of the closing date, the amount by which such difference is less than $4,340,000 will either be used to reduce any offset on account of the revenue adjustment described below or deposited with the payment agent within three days of the date of such determination for distribution to the MedSolutions’ shareholders as additional cash merger consideration.

     See “The Merger Agreement—Adjustments to Merger Consideration,” “The Merger Agreement — Payment Procedures,” “— Adjustments to Merger Consideration—Application of Closing Balance Sheet and Revenue Adjustments” and “ — Litigation Adjustment” on pages 59, 56, 60 and 61 of this proxy statement/prospectus.

     MedSolutions’ expenses have historically exceeded its revenues and MedSolutions has had losses in all previous fiscal years of operation except for 2005. MedSolutions has been a developing company concentrating on the development of its products and business plan. In the event that the merger does not occur, MedSolutions’ management believes that MedSolutions can be profitable and that its business plan will be successful; however, there is no assurance that MedSolutions will be successful in implementing its business plan or that it will be profitable now or in the future.

     Governmental authorities may take future actions that could pose obstacles in the waste disposal industry and require methods or technology different from the methods currently developed or utilized by MedSolutions. MedSolutions is not able to predict the outcome of any such actions, controls, regulations or laws on its operations and any significant reduction in revenues due to such changes could result in operating income becoming insufficient to cover operating expenses.

     The medical/special waste disposal, document destruction, reusable sharps management and OSHA compliance services industries are extremely competitive. MedSolutions competes with a number of competitors offering similar technologies or services for the treatment of medical waste as well as those using similar or dissimilar technologies or products. Some of these competitors have significantly greater financial, advertising and marketing resources than MedSolutions.

     Development of new, improved waste destruction devices or methods may make MedSolutions’ devices and/or methods obsolete, less competitive or require substantial capital outlays by MedSolutions to purchase or license such new technologies, if available.

     MedSolutions’ business plan is to engage in business opportunities that involve the handling of infectious medical and related waste. As insurance is available and within the financial means of MedSolutions, MedSolutions intends to insure itself from risks related to its business. However, if insurance is not available, is available and beyond the financial means of MedSolutions, or insurance is purchased but loss limits are not adequate to cover all liabilities, then MedSolutions would not be financially capable of paying a substantial judgment or claim against MedSolutions, thereby placing MedSolutions in a financially adverse position or forcing its closure.

     MedSolutions is subject to extensive and frequently changing federal, state and local laws and regulations. This statutory and regulatory framework imposes compliance burdens and risks on MedSolutions, including requirements to obtain and maintain government permits. These permits grant MedSolutions the authority, among other things, to construct and operate treatment and transfer facilities, transport medical waste within and between relevant jurisdictions, and to handle particular regulated substances. MedSolutions’ permits must be periodically renewed and are subject to modification or revocation by the regulatory authorities. The loss of any of these permits could have a material adverse effect on MedSolutions’ operations.

     MedSolutions’ working capital deficit at June 30, 2007 was $1,527,059, and MedSolutions did not generate positive operating cash flows during the six months ended June 30, 2007. While MedSolutions anticipates that its operating cash flow will increase over the next 12 months, such additional operating cash flow may not be sufficient, by itself, to meet MedSolutions’ long-term liquidity needs. MedSolutions has historically funded its long-term liquidity needs through the sale of equity securities and by obtaining loans from shareholders as well as traditional bank financing. In March 2007, MedSolutions obtained a $1,500,000 working capital line of credit that it expects will satisfy its short-term liquidity needs. However, in the event that MedSolutions continues to generate negative operating cash flows in the future and is unable to secure adequate additional debt or equity financing, MedSolutions may be unable to meet its long-term debt and other obligations in the future.

     The regulated waste management industry is subject to extensive federal, state and local laws and regulations relating to the collection, transportation, packaging, labeling, handling, documentation, reporting, treatment and disposal of regulated waste. Stericycle’s business requires it to obtain many permits, authorizations, approvals, certificates or other types of governmental permission from every jurisdiction where it operates. Stericycle believes that it currently complies in all material respects with all applicable permitting requirements. State and local regulations change often, however, and new regulations are frequently adopted. Changes in the regulations could require Stericycle to obtain new permits or to change the way in which it operates under existing permits. Stericycle might be unable to obtain the new permits that it requires, and the cost of compliance with new or changed regulations could be significant.

     Many of the permits that Stericycle requires, especially those to build and operate processing plants and transfer facilities, are difficult and time-consuming to obtain. They may also contain conditions or restrictions that limit Stericycle’s ability to operate efficiently, and they may not be issued as quickly as Stericycle needs them (or at all). If Stericycle cannot obtain the permits that it needs when it needs them, or if they contain unfavorable conditions, it could substantially impair Stericycle’s operations and reduce its revenues.

     Stericycle’s business requires it to handle materials that may be infectious or hazardous to life and property. While Stericycle tries to handle such materials with care and in accordance with accepted and safe methods, the possibility of accidents, leaks, spills, and acts of God always exists. Examples of possible exposure to such materials include:

     Human beings, animals or property could be injured, sickened or damaged by exposure to regulated waste. This in turn could result in lawsuits in which Stericycle is found liable for such injuries, and substantial damages could be awarded against Stericycle.

     While Stericycle carries liability insurance intended to cover these contingencies, particular instances may occur that are not insured against or that are inadequately insured against. An uninsured or underinsured loss could be substantial and could impair Stericycle’s profitability and reduce Stericycle’s liquidity.

     As a company engaged in regulated waste management, Stericycle faces risks of liability for environmental contamination. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, and similar state laws impose strict liability on current or former owners and operators of facilities that release hazardous substances into the environment as well as on the businesses that generate those substances and the businesses that transport them to the facilities. Responsible parties may be liable for substantial investigation and clean-up costs even if they operated their businesses properly and complied with applicable federal and state laws and regulations. Liability under CERCLA may be joint and several, which means that if Stericycle were found to be a business with responsibility for a particular CERCLA site, Stericycle could be required to pay the entire cost of the investigation and clean-up even though Stericycle was not the party responsible for the release of the hazardous substance and even though other companies might also be liable.

     Stericycle’s pollution liability insurance excludes liabilities under CERCLA. Thus, if Stericycle were to incur liability under CERCLA and if it could not identify other parties responsible under the law whom it is able to compel to contribute to its expenses, the cost to Stericycle could be substantial and could impair its profitability and reduce its liquidity. Stericycle’s customer service agreements make clear that the customer is responsible for making sure that only appropriate materials are disposed of. However, if there were a claim against Stericycle that a customer might be legally liable for, Stericycle might not be successful in recovering our damages from the customer.

     Stericycle believes that the government’s strict enforcement of laws and regulations relating to regulated waste collection and treatment has been good for its business. These laws and regulations increase the demand for Stericycle’s services. A relaxation of standards or other changes in governmental regulation of regulated waste could increase the number of competitors or reduce the need for Stericycle’s services.

     Historically Stericycle’s growth strategy has been based in substantial part on its ability to acquire other regulated waste businesses. Stericycle does not know whether in the future it will be able to:

     Stericycle competes with other potential buyers for the acquisition of other regulated waste companies. This competition may result in fewer opportunities to purchase companies that are for sale. It may also result in higher purchase prices for the businesses that Stericycle wants to purchase.

     Stericycle also does not know whether its growth strategy will continue to be effective. Stericycle’s business is significantly larger than before, and new acquisitions may not have the desired benefits that it has obtained in the past.

     Stericycle may become subject to inquiries and investigations by state antitrust regulators from time to time in the course of completing acquisitions of other regulated waste businesses. In order to obtain regulatory clearance for a particular acquisition, Stericycle could be required to modify certain operating practices of the acquired business or to divest itself of one or more assets of the acquired business. Changes in the terms of Stericycle’s acquisitions required by regulators or agreed to by Stericycle in order to settle regulatory investigations could impede its acquisition strategy or reduce the anticipated synergies or profitability of its acquisitions. The likelihood and outcome of inquiries and investigations from state regulators in the course of completing acquisitions cannot be predicted.

     The regulated waste industry is very competitive because of low barriers to entry, among other reasons. This competition has required Stericycle in the past to reduce its prices, especially to large account customers, and may require it to reduce its prices in the future. Substantial price reductions could significantly reduce its earnings.

     Stericycle faces direct competition from a large number of small, local competitors. Because it requires very little money or technical know-how to compete with Stericycle in the collection and transportation of regulated waste, there are many regional and local companies in the industry. Stericycle faces competition from these businesses, and competition from them is likely to exist in the new locations to which it may expand in the future. In addition, large national companies with substantial resources may decide to enter the regulated waste industry. For example, Waste Management, Inc., a major solid waste treatment company, announced in February 2005 that it intended to begin offering regulated waste management services to hospitals and possibly other large quantity generators of regulated waste.

     Stericycle’s competitors could take actions that would hurt its growth strategy, including the support of regulations that could delay or prevent it from obtaining or keeping permits. They might also give financial support to citizens’ groups that oppose Stericycle’s plans to locate a treatment or transfer facility at a particular location.

     Stericycle’s senior unsecured credit facility contains covenants that restrict its ability to make distributions to stockholders or other payments unless it satisfies certain financial tests and complies with various financial ratios.

     It also contains covenants that limit Stericycle’s ability to incur additional indebtedness, acquire other businesses and make capital expenditures, and imposes various other restrictions. These covenants could affect Stericycle’s ability to operate its business and may limit its ability to take advantage of potential business opportunities as they arise.

     Stericycle depends on a small number of senior executives. Its future success will depend upon, among other things, its ability to keep these executives and to hire other highly qualified employees at all levels. Stericycle competes with other potential employers for employees, and it may not be successful in hiring and keeping the executives and other employees that it needs. Stericycle does not have written employment agreements with any of its executive officers, and officers and other key employees could leave Stericycle with little or no prior notice, either individually or as part of a group. Stericycle’s loss of or inability to hire key employees could impair its ability to manage its business and direct its growth.

     Foreign governments and agencies often establish permit and regulatory standards different from those in the United States. If Stericycle cannot obtain foreign regulatory approvals, or if it cannot obtain them when it expects, its growth and profitability from international operations could be limited. Fluctuations in currency exchange could have similar effects.

     As a result of purchase accounting for its various acquisitions, Stericycle’s balance sheet at December 31, 2006 contains goodwill of $814.0 million and other intangible assets, net of accumulated amortization, of $115.9 million (including indefinite lived intangibles of $32.2 million). In accordance with Statement of Financial Accounting Standards No.142 “Goodwill and Other Intangible Assets”, Stericycle evaluates on an ongoing basis, using the fair value of reporting units, whether facts and circumstances indicate any impairment of the value of indefinite-lived intangible assets such as goodwill. As circumstances after an acquisition can change, Stericycle may not realize the value of these intangible assets. If Stericycle were to determine that a significant impairment has occurred, it would be required to incur non-cash write-offs of the impaired portion of goodwill and other unamortized intangible assets, which could have a material adverse effect on its results of operations in the period in which the write-off occurs.

     This proxy statement/prospectus, including the documents incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally accompanied by words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “could,” “should,” “will,” “project,” “estimate,” “look forward to” and similar expressions which convey uncertainty of future events or outcomes.

     The expectations set forth in this proxy statement/prospectus and the documents incorporated by reference regarding, among other things, accretion, returns on invested capital, achievement of annual savings and synergies, achievement of strong cash flow, sufficiency of cash flow to fund capital expenditures and achievement of debt reduction targets are only the parties’ expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as:

     Actual actions that the combined company may take may differ from time to time as the combined company may deem necessary or advisable in the best interest of the combined company and its shareholders to attempt to achieve the successful integration of the companies, the synergies needed to make the transaction a financial success and to react to the economy and the combined company’s customer market.

     The following table shows the ratio of Stericycle’s earnings to fixed charges for the periods shown.

     Stericycle derived the following historical information from its audited consolidated financial statements for the years ended December 31, 2002, 2003, 2004, 2005 and 2006, and from its unaudited condensed consolidated financial statements for the six months ended June 30, 2007 and 2006. The unaudited condensed consolidated financial statements have been prepared by Stericycle on a basis consistent with the audited financial statements and include, in the opinion of Stericycle’s management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the information. Operating results for the six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2007. You should read this information in conjunction with (i) Stericycle’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and accompanying notes included in its 2006 Form 10-K and (ii) Stericycle’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited condensed consolidated financial statements and accompanying notes included in its 2007 Second Quarter Form 10-Q. Both Stericycle’s 2006 Form 10-K and its 2007 Second Quarter Form 10-Q are incorporated by reference in this proxy statement/prospectus.

     The following table sets forth selected historical per share data for Stericycle, selected historical data for MedSolutions, and pro forma combined data giving effect to the merger, as if the merger had taken place on January 1, 2006 and as if the merger had taken place on January 1, 2007.

     The data presented below should be read in conjunction with the historical financial statements and related notes of Stericycle and MedSolutions that have been included in this proxy statement/prospectus or incorporated by reference. The pro forma combined data below is for illustrative purposes only. The pro forma combined per share data may not be indicative of the operating results or financial position that would have occurred if the merger had been consummated at the beginning of the periods indicated, and may not be indicative of future operating results or financial position.

     As of July 6, 2007, Stericycle had approximately 180 stockholders of record. Its common stock trades on the NASDAQ National Market under the ticker symbol SRCL. The closing price of a share of Stericycle common stock on July 5, 2007, the day prior to the date that the merger agreement was signed, was $44.93.

     There were approximately 750 holders of MedSolutions common stock on September 21,October 8, 2007. There is no established trading market for MedSolutions common stock. In the opinion of MedSolutions, due to the lack of an active market for the MedSolutions common stock, transactions in the MedSolutions common stock of which MedSolutions is aware are not significant enough to produce representative prices.

     This proxy statement/prospectus is being furnished to MedSolutions shareholders by MedSolutions’ Board of Directors in connection with the solicitation of proxies from the holders of MedSolutions common stock for use at the special meeting of MedSolutions shareholders and any adjournments or postponements of the special meeting. This proxy statement/prospectus also is being furnished to MedSolutions shareholders as a prospectus from Stericycle in connection with its issuance of the promissory notes to MedSolutions shareholders in connection with the merger.

     The special meeting of shareholders of MedSolutions will be held on October 12,31, 2007 at 10:00 a.m., Dallas, Texas time, at MedSolutions’ corporate headquarters located at 12750 Merit Drive, Park Central VII, Suite 770, Dallas, Texas 75251.

     At the special meeting, MedSolutions shareholders will be asked:

     At this time, the MedSolutions Board of Directors is unaware of any matters, other than those set forth in the preceding sentence, that may properly come before the special meeting.

     The close of business on September 21,October 8, 2007 has been fixed by MedSolutions’ board as the record date for the determination of those holders of MedSolutions common stock who are entitled to notice of, and to vote at, the special meeting and at any adjournments or postponements thereof.

     At the close of business on the record date, there were 26,458,446 shares of MedSolutions common stock outstanding and entitled to vote, held by approximately 750 holders of record. A list of the shareholders of record entitled to vote at the special meeting will be available for examination by MedSolutions shareholders for any purpose germane to the meeting. The list will be available at the meeting and for 10 days prior to the meeting during ordinary business hours by contacting MedSolutions’ Corporate Secretary at 12750 Merit Drive, Park Central VII, Suite 770, Dallas, Texas 75251.

     Each holder of record of shares of MedSolutions common stock as of the record date is entitled to cast one vote per share at the special meeting on each proposal. The presence, in person or by proxy, of the holders of one-third of the issued and outstanding shares of MedSolutions common stock outstanding as of the record date constitutes a quorum for the transaction of business at the special meeting. The affirmative vote of the holders of a majority of the shares of MedSolutions common stock entitled to vote at the special meeting is required to approve and adopt the merger agreement.

     In conjunction with the execution of the merger agreement, 50 MedSolutions shareholders entered into a voting agreement with Stericycle and Merger Sub which obligates them to vote their shares of common stock“FOR”the merger agreement. As of the record date, the shareholders subject to the voting agreement with Stericycle and Merger Sub were entitled to vote an aggregate of 15,102,594 shares of MedSolutions, which represented approximately 57.1% of the MedSolutions common stock outstanding and entitled to vote as of the record date.

     As of the record date for the special meeting, directors and executive officers of MedSolutions and their affiliates beneficially owned an aggregate of 3,718,662 shares of MedSolutions common stock entitled to vote at the special meeting. These shares represent approximately 13.6% of the MedSolutions common stock outstanding and entitled to vote as of the record date. Certain of the directors and executive officers of MedSolutions are party to the voting agreement with Stericycle and Merger Sub pursuant to which they have agreed to vote in favor of the approval and adoption of the merger agreement. Although the remaining directors and executive officers of MedSolutions are not party to any such voting agreements with Stericycle or Merger Sub and do not have any obligations to vote in favor of the approval and adoption of the merger agreement, they have indicated their intention to vote their outstanding shares of MedSolutions common stock in favor of the approval and adoption of the merger agreement.

     As of September 21,October 8, 2007, Stericycle and its directors, executive officers and their affiliates did not own any of the outstanding shares of MedSolutions common stock.

     All shares of MedSolutions common stock represented by properly executed proxies received before or at the special meeting, and not properly revoked, will be voted as specified in the proxies. Properly executed proxies that do not contain voting instructions will be voted FOR the approval and adoption of the merger agreement and any adjournment or postponement of the special meeting.

     A properly executed proxy marked “Abstain” with respect to any proposal will be counted as present for purposes of determining whether there is a quorum at the special meeting. However, because the approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the special meeting, an abstention will have the same effect as a vote AGAINST approval and adoption of the merger agreement.

     If you hold shares of MedSolutions common stock in “street name” through a bank, broker or other nominee, the bank, broker or nominee may vote your shares only in accordance with your instructions. If you do not give specific instructions to your bank, broker or nominee as to how you want your shares voted, your bank, broker or nominee will indicate that it does not have authority to vote on the proposal, which will result in what is called a “broker non-vote.” Broker non-votes will be counted for purposes of determining whether there is a quorum present at the special meeting, but because approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at the special meeting, broker non-votes will have the same effect as a vote AGAINST the merger agreement.

     If any other matters are properly brought before the special meeting, the proxies named in the proxy card will have discretion to vote the shares represented by duly executed proxies in their sole discretion.

     You may vote in person at the special meeting or by proxy. We recommend you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

     You may vote by proxy card by completing and mailing the enclosed proxy card. If you properly submit your proxy card in time to vote, one of the individuals named as your proxy will vote your shares of common stock as you have directed. You may vote for or against the proposals submitted at the special meeting or you may abstain from voting.

     If you hold shares of MedSolutions common stock through a broker or other custodian, please follow the voting instructions provided by that firm. If you do not return your proxy card, or if your shares are held in a stock brokerage account or held by a bank, broker or nominee, or, in other words, in “street name” and you do not instruct your bank, broker or nominee on how to vote those shares, those shares will not be voted at the special meeting.

     If you submit your proxy but do not make specific choices, your proxy will be voted FOR each of the proposals presented.

     If you are a registered shareholder, you may revoke your proxy at any time before the shares are voted at the special meeting by:

     Merely attending the special meeting will not revoke any prior votes or proxies; you must vote at the special meeting to revoke a prior proxy.

     If you hold shares of MedSolutions common stock through a broker or other custodian and you vote by proxy, you may later revoke your proxy instructions by informing the holder of record in accordance with that entity’s procedures.

     In addition to solicitation by mail, directors, officers and employees of MedSolutions may solicit proxies for the special meeting from MedSolutions shareholders personally or by telephone, facsimile and other electronic means without compensation other than reimbursement for their actual expenses.

     The expenses incurred in connection with the filing of this document will be paid for by Stericycle. The expenses incurred in connection with the printing and mailing this proxy statement/prospectus will be paid for by MedSolutions. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares of

MedSolutions stock held of record by those persons, and MedSolutions will, if requested, reimburse the record holders for their reasonable out-of-pocket expenses in so doing.

     If you wish to attend the special meeting in person, you must present either an admission ticket or appropriate proof of ownership of MedSolutions stock, as well as a form of personal identification. If you are a registered shareholder and plan to attend the meeting in person, please mark the attendance box on your proxy card and bring the tear-off admission ticket with you to the meeting. If you are a beneficial owner of MedSolutions common stock that is held by a bank, broker or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership.

     No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the meeting.

     PLEASE DO NOT SEND IN ANY MEDSOLUTIONS STOCK CERTIFICATES WITH YOUR PROXY CARD. After the merger is completed, you will receive written instructions from the payment agent informing you how to surrender your stock certificates to receive the merger consideration.

     The special meeting may be adjourned from time to time, to reconvene at the same or some other place, by approval of the holders of common stock representing a majority of the votes present in person or by proxy at the special meeting, whether or not a quorum exists, without further notice other than by an announcement made at the special meeting, so long as the new time and place for the special meeting are announced at that time. If the adjournment is for more than 30 days, or if after the adjournment a new record date is determined for the adjourned special meeting, a notice of the adjourned special meeting must be given to each shareholder of record entitled to vote at the special meeting. If a quorum is not present at the MedSolutions special meeting, holders of MedSolutions common stock may be asked to vote on a proposal to adjourn or postpone the MedSolutions special meeting to solicit additional proxies. If a quorum is not present at the MedSolutions special meeting, the holders of a majority of the shares entitled to vote who are present in person or by proxy may adjourn the meeting. If a quorum is present at the MedSolutions special meeting but there are not sufficient votes at the time of the special meeting to approve the merger agreement, holders of MedSolutions common stock may also be asked to vote on a proposal to approve the adjournment or postponement of the special meeting to permit further solicitation of proxies.

     MedSolutions’ Board of Directors is using this document to solicit proxies from the holders of MedSolutions common stock for use at the MedSolutions special meeting, at which holders of MedSolutions common stock will be asked to vote upon approval and adoption of the merger agreement. In addition, Stericycle is sending this document to MedSolutions shareholders as a prospectus in connection with its issuance of the promissory notes in exchange for shares of MedSolutions common stock in the merger.

     The respective Boards of Directors of MedSolutions and Stericycle have unanimously approved the merger agreement providing for the merger of Merger Sub into MedSolutions. MedSolutions will be the surviving corporation in the merger, and upon completion of the merger, the separate corporate existence of Merger Sub will terminate. We expect to complete the merger in the thirdfourth quarter of 2007.

     Stericycle intends to finance the cash portion of the merger consideration through cash on hand and borrowings under its revolving credit facility.

     During the month of March 2006, Mr. Jim Karls, Stericycle’s Vice President Corporate Mergers & Acquisitions, contacted Mr. Matthew H. Fleeger, MedSolutions’ President and Chief Executive Officer, by telephone to arrange a meeting at the Waste Expo conference to be held in Las Vegas, Nevada in April 2006. Mr. Fleeger agreed to meet with Stericycle’s representatives at such conference.

     On April 6, 2006, Mr. Fleeger met with Mr. Frank J.M. ten Brink, Stericycle’s Executive Vice President and Chief Financial Officer, Mr. Karls and two additional Stericycle representatives at the Waste Expo conference in Las Vegas, Nevada to discuss the possibility of a business combination between MedSolutions and Stericycle. Mr. Fleeger informed Stericycle that MedSolutions was not currently for sale but that he would be amenable to further discussions in the future.

     Prior to traveling to Chicago, Illinois on other business in October 2006, Mr. Fleeger contacted Mr. ten Brink to arrange a meeting to further discuss the possibility of a business combination between MedSolutions and Stericycle. Mr. Fleeger and Mr. ten Brink agreed to meet at Stericycle’s offices in Lake Forest, Illinois on October 4, 2006. Mr. ten Brink stated that, to formulate a proposal, Stericycle needed to review and evaluate certain non-public MedSolutions operational and financial data, and requested that Mr. Fleeger provide such information at the October 4^th meeting. Mr. Fleeger stated that he would provide such information if Stericycle entered into a confidentiality agreement with MedSolutions.

     On October 4, 2006, Mr. ten Brink and Mr. Karls met with Mr. Fleeger and Mr. Alan Larosee, MedSolutions’ Vice President, Operations, at Stericycle’s office in Lake Forest, Illinois. Stericycle and MedSolutions entered into a confidentiality agreement at this meeting, and Mr. Fleeger provided to Mr. ten Brink the information regarding MedSolutions that had been requested. During the meeting, Mr. ten Brink expressed an interest in a business combination between MedSolutions and Stericycle. Mr. ten Brink suggested that Stericycle would be willing to pay a yet-to-be determined premium for the common stock of MedSolutions. Mr. Fleeger responded that he would discuss with the MedSolutions Board of Directors Stericycle’s indication of interest.

     On or about October 19, 2006, the Board of Directors of MedSolutions met by telephonic conference and Mr. Fleeger reported to the directors the discussions with Mr. ten Brink at the October 4, 2006

meeting. Following a discussion of the matter, the MedSolutions Board of Directors authorized MedSolutions to conduct exploratory communications with Stericycle’s management regarding a possible business combination.

     On October 12, 2006, Mr. Fleeger and Mr. J. Steven Evans, MedSolutions’ Vice President Finance, received a letter from Mr. Karls requesting additional information regarding MedSolutions. MedSolutions subsequently provided additional information responsive to Mr. Karl’s request to Stericycle.

     On December 18, 2006, Mr. ten Brink sent proposed terms for a business combination between Stericycle and MedSolutions to Mr. Fleeger by facsimile. The proposed terms provided for a price per share of approximately $1.56, to be paid approximately 50% in cash and 50% in promissory notes.

     On December 19, 2006, a regulary scheduled meeting of the Board of Directors of MedSolutions was held, during which Mr. Fleeger updated the directors on the conversations to date with Stericycle. The directors discussed the Stericycle level of interest and concluded that the tentative indication of value at approximately $1.56 per share of MedSolutions common stock warranted continued dialogue with Stericycle. Upon deliberation, the MedSolutions Board of Directors determined that MedSolutions’ management should continue discussions with Stericycle and that MedSolutions and its advisors should seek an increase in the consideration to be paid by Stericycle. The MedSolutions Board of Directors also authorized MedSolutions’ management to conduct discussions with a third party that had expressed interest in a potential business combination with MedSolutions. On December 23, 2006, Mr. Fleeger communicated to Mr. ten Brink that MedSolutions’ Board of Directors had reviewed Stericycle’s tentative proposal but had not reached a conclusion on it.

     During January 2007, MedSolutions’ management conducted negotiations with a third party that had expressed an interest in either acquiring MedSolutions by way of merger or purchasing substantially all of the assets and assuming certain of the liabilities of MedSolutions. The third party’s management initially proposed to pay approximately $45,000,000 (approximately $1.66 per share of MedSolutions common stock) in either a merger transaction or an asset transaction, approximately 70% of which would be in the form of cash and 30% of which would be in the form of notes payable over five years. However, after failing to obtain the approval of its board of directors for the proposed transaction terms, the third party’s management lowered its proposed purchase price for MedSolutions. After consultation with MedSolutions’ Board of Directors, MedSolutions’ management informed the third party that the newly proposed terms were unacceptable and terminated negotiations with such third party.

     On February 19, 2007, Mr. ten Brink sent revised proposed terms for a business combination between Stericycle and MedSolutions to Mr. Fleeger by email. The proposed terms provided for a price per share of approximately $2.00, to be paid 25% in cash and 75% in promissory notes. Stericycle’s and MedSolutions’ agreement to use promissory notes inas part of the merger consideration is a result of Stericycle’s desire to conserveobjectives of conserving its cash, avoiding additional borrowings under its revolving credit facility, and depending on the discount rate one might select, to paypaying less than $2.00 per share offor MedSolutions common stock on a present value basis.basis using any discount rate greater than 4.5%. After receipt of such proposal, the Board of Directors of MedSolutions met by telephonic conference in order to consider Stericycle’s revised proposal. After deliberation, the MedSolutions Board of Directors directed Mr. Fleeger to continue to negotiate the terms for a proposed business combination with Stericycle.

     Several drafts of the proposed terms for the business combination were negotiated and revised by Stericycle, MedSolutions and their respective legal counsel between February 19 and March 7, 2007. In a telephone conversation regarding such revised drafts, Mr. ten Brink requested that Stericycle and MedSolutions enter into an additional confidentiality agreement permitting Stericycle to conduct additional due diligence, and an exclusivity agreement providing for an exclusivity period of 75 days during which MedSolutions would not seek or consider alternative business combination transactions. Stericycle’s legal counsel provided drafts of the proposed confidentiality agreement and exclusivity agreement to legal counsel for MedSolutions on March 7, 2007. Additional revisions were made by legal

counsel for each of Stericycle and MedSolutions to the proposed terms for the business combination, the confidentiality agreement and the exclusivity agreement on March 7 and March 8, 2007.

     On March 7, 2007, the MedSolutions Board of Directors met by telephonic conference to discuss the proposed terms for the business combination, the confidentiality agreement and the exclusivity agreement. After deliberation, the MedSolutions Board of Directors authorized Mr. Fleeger to execute the confidentiality agreement and the exclusivity agreement on behalf of MedSolutions, subject to review of the definitive confidentiality agreement and exclusivity agreement by outside legal counsel to MedSolutions.

     During the week of March 12, 2007, Mr. Karls and a team of Stericycle representatives met with Mr. Fleeger, Mr. Evans, Mr. Larosee and other MedSolutions representatives at MedSolutions’ offices in Dallas, Texas to conduct due diligence on MedSolutions and further discuss the prospect of a merger between the companies. During March and April 2007, Stericycle completed its due diligence of MedSolutions.

     On April 16, 2007, MedSolutions engaged Van Amburgh to render a written opinion to the Board of Directors of MedSolutions regarding the fairness of the merger consideration to be received in connection with the merger by the holders of MedSolutions common stock from a financial point of view.

     The MedSolutions Board of Directors considered appointing a special committee of outside directors to review the proposed merger with Stericycle, but having only five members, one of which is the President and Chief Executive Officer of MedSolutions, one of which is legal counsel to MedSolutions in connection with the merger, and two of which are creditors of MedSolutions, that would leave only one director, who was placed on the MedSolutions Board of Directors as the representative of MedSolutions’ largest shareholder, Tate Investments, LLC. The MedSolutions Board of Directors believed that the indebtedness owing to two directors would not factor into their decision on examining the merger as MedSolutions was in a much improved financial condition at the time of the proposed merger than when the loans were initially made. The MedSolutions Board of Directors also believed that its legal counsel would not be influenced by his relationship with MedSolutions in reviewing the merits of the proposed merger. Accordingly, the MedSolutions Board of Directors believed that the interests of the MedSolutions shareholders would be best served by the group acting in concert as opposed to one individual director making such an important decision.

     On July 6, 2007, following the approval by the boards of directors of both companies, Stericycle and MedSolutions executed the merger agreement. On July 6, 2007, MedSolutions publicly announced the execution of the merger agreement.

     The MedSolutions Board of Directors, at a special meeting held on July 5, 2007, unanimously determined that the merger and the merger agreement are advisable, fair to and in the best interests of MedSolutions and its shareholders. The MedSolutions Board of Directors has approved the merger agreement and unanimously recommends MedSolutions shareholders vote “FOR” approval and adoption of the merger agreement and the merger.

     In reaching its decision, the MedSolutions Board of Directors consulted with MedSolutions’ management and its valuation and legal advisors in this transaction. In concluding that the merger is in the best interests of MedSolutions and its shareholders, the MedSolutions Board of Directors considered a variety of factors, including the following:

     The MedSolutions Board of Directors discussed the loss of its shareholders’ ongoing investment in MedSolutions, but concluded that, in light of the risks of continued ownership and the great uncertainty of the value of an investment in MedSolutions, such continued ownership was not in the best interests of MedSolutions’ shareholders at the present time compared to the merger and the merger consideration to be paid to such shareholders, notwithstanding that the merger consideration is subject to downward adjustment. The adjustments, if any, would be losses realized by MedSolutions if it remained independent, other than any adjustments as a result of a breach of a representation and warranty by MedSolutions which the MedSolutions Board of Directors believes to be of very modest risk. For example, a downward adjustment to the merger consideration as a result of increased liabilities, loss of revenues, or payment of a litigation judgment would all equally negatively affect the value of a shareholder’s interest in MedSolutions.

     The foregoing discussion of the information and factors discussed by the MedSolutions Board of Directors is not exhaustive but does include material factors considered by the MedSolutions Board of Directors. The MedSolutions Board of Directors did not quantify or assign any relative or specific weight to the various factors that it considered. Rather, the MedSolutions Board of Directors based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the MedSolutions Board of Directors may have given different weight to different factors.

     After careful consideration of the matters discussed above, the MedSolutions Board of Directors concluded that the proposed merger is in the best interest of the shareholders of MedSolutions.

     FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF MEDSOLUTIONS HAS UNANIMOUSLY ADOPTED THE MERGER AGREEMENT AS IN THE BEST INTERESTS OF MEDSOLUTIONS AND ITS SHAREHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT MEDSOLUTIONS SHAREHOLDERS VOTE FOR THE ADOPTION OF THE MERGER AGREEMENT.

     Stericycle anticipates that the acquisition of MedSolutions will increase Stericycle’s revenues and improve its operating margins by increasing route densities and expanding the geographic areas that it is able to serve efficiently. Because Stericycle uses a “hub and spoke” configuration of treatment facilities and transfer stations, the addition of MedSolutions’ customers and facilities will increase the number of customers that can be served by Stericycle’s existing routes or by new routes resulting from a realignment as appropriate of Stericycle’s and MedSolutions’ routes, thereby reducing per-stop collection costs, and the addition of MedSolutions’ facilities will shorten travel distances, thereby reducing overall transportation costs.

     Van Amburgh has rendered its written opinion, dated June 30, 2007, to the Board of Directors of MedSolutions to the effect that, as of that date and subject to the assumptions, limitations, qualifications and other matters described in its opinion, the merger consideration to be received in connection with the merger by the holders of MedSolutions common stock was fair, from a financial point of view, to such holders.

     The full text of Van Amburgh’s written opinion to MedSolutions’ Board of Directors, which sets forth the procedures followed, the assumptions made, qualifications and limitations on the review undertaken and other matters, is attached to this proxy statement/prospectus asAnnex B.C. The summary of Van Amburgh’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion, which is incorporated by reference into this proxy statement/prospectus. Holders of MedSolutions common stock are encouraged to read the opinion in its entirety.

     The opinion of Van Amburgh does not constitute a recommendation as to how any shareholder should vote on the merger or any matter relevant to the merger agreement.

     Van Amburgh was selected by MedSolutions’ Board of Directors based on Van Amburgh’s qualifications, expertise and reputation. Van Amburgh is a nationally recognized valuation firm, and is regularly engaged in the evaluation of capital structures, valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services.

     Pursuant to an engagement letter between MedSolutions and Van Amburgh dated April 16, 2007, Van Amburgh was retained to render a written opinion to the Board of Directors of MedSolutions regarding the fairness of the merger consideration to be received, as subject to adjustment as set forth in the merger agreement, in connection with the merger by the holders of MedSolutions common stock from a financial point of view. On June 30, 2007, Van Amburgh rendered its written opinion to the Board of Directors of MedSolutions that, as of that date and subject to the assumptions, limitations, qualifications and other matters described in its opinion, the merger consideration to be received in connection with the merger by the holders of MedSolutions common stock was fair, from a financial point of view, to such holders. Van Amburgh received a fee of $17,500 for rendering such opinion, which was not contingent upon the completion of the merger. MedSolutions and Van Amburgh mutually determined the amount of the fee payable to Van Amburgh for rendering such opinion.

     Van Amburgh did not establish the amount of cash or the principal amount of the promissory note that will be received in exchange for each share of MedSolutions common stock as consideration for the merger. These amounts were determined pursuant to negotiations between MedSolutions and Stericycle and were approved by the Board of Directors of MedSolutions.

     In connection with rendering its opinion, Van Amburgh has, among other things:

     In addition, Van Amburgh conducted such other studies, analyses and investigations and considered such other financial, economic and market factors and criteria as they considered appropriate in arriving at their opinion. Van Amburgh’s analyses must be considered as a whole. Considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusions expressed in the opinion delivered by Van Amburgh.

     In rendering its opinion, Van Amburgh assumed and relied upon the accuracy and completeness of all of the financial information, forecasts and other information provided to or otherwise made available to Van Amburgh by MedSolutions or that was publicly available to Van Amburgh, and did not attempt, or assume any responsibility, to independently verify any of such information. The opinion of Van Amburgh is expressly conditioned upon such information, whether written or oral, being complete and accurate. In addition, in rendering its opinion, Van Amburgh assumed that the forecasts provided by MedSolutions had been reasonably prepared on bases reflecting the best currently available information, estimates and judgments of MedSolutions’ management as to the future financial performances of MedSolutions. The forecasts projected that MedSolutions would have gross revenues of $16,061,448 and net income of $1,096,816 in fiscal year 2007. The forecasts provided by MedSolutions were reviewed by Van Amburgh in comparison to MedSolutions’ historical financial results. Based upon such review, Van Amburgh deemed the forecasts to be reasonable in terms of achievability.

     Van Amburgh assumed that the merger will be consummated in accordance with the merger agreement. In addition, Van Amburgh’s opinion noted that:

     The following is a summary of the material financial and other analyses presented by Van Amburgh to MedSolutions’ Board of Directors in connection with Van Amburgh’s opinion dated June 30, 2007. The financial and other analyses summarized below include information presented in tabular format. In order to fully understand Van Amburgh’s analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the financial and other analyses, including the methodologies underlying and the assumptions, qualifications and limitations affecting each analysis, could create a misleading or incomplete view of Van Amburgh’s analyses.

     Overview

     Van Amburgh analyzed the value of MedSolutions in accordance with the following methodologies, each of which is described in more detail below:

     These methodologies were used to determine an implied price range per share of MedSolutions common stock, which was then compared to the merger consideration. The following table summarizes the results of the analyses and should be read together with the more detailed descriptions set forth below:

     Discounted Cash Flow Analysis

     Van Amburgh’s first valuation analysis was based upon the Discounted Debt-Free Net Cash Flow (Income) Approach to Value. This approach involved a projection of future revenues and expenses based upon present operations and expectations. The calculated earnings stream was discounted back to present value at discount rates ranging from 14% to 16%, a weighted average cost of capital (discount rate) range believed by Van Amburgh to balance the potential risks with the potential rewards as viewed by an objective investor. Values in a range from $37,100,000 (using a 16% discount rate) to $45,400,000 (using a 14% discount rate) were determined using this approach.

     Guideline Company Analysis

     Van Amburgh’s second analysis was based upon the Guideline Company (Market) Approach to Value. Values determined from recent minority public guideline company trades, private sale transactions, possible transaction indicators, planned trades, and/or trades of equivalent assets were considered under this approach. Fair market value estimates in a range from $38,600,000 to $41,700,000 were determined using this approach.

     The selected companies used by Van Amburgh in the Guideline Company Analysis were:

     Van Amburgh’s third analysis was based upon the Adjusted Book Value (Cost) Approach to Value. This analysis required adjusting each asset and each actual and potential liability of MedSolutions to present fair market value in order to establish the present estimated cost of duplicating the assets and liabilities of its business. The value indicated by this analysis often understates the fair market value of the subject company because it does not consider goodwill and other elements of intangible value. Due to the earnings potential of MedSolutions and the presence of significant intangible asset value, the Adjusted Book Value (Cost) Approach to Value was calculated more for informational purposes than for value

indication purposes. The book value of MedSolutions’ shareholders’ equity was $4,606,561 as of the date of Van Amburgh’s opinion. Van Amburgh disregarded this valuation method because it did not believe it accurately reflected MedSolutions’ value.

     Van Amburgh determined and issued its written opinion to the Board of Directors of MedSolutions to the effect that as of June 30, 2007, and subject to the assumptions, limitations, qualifications and other matters described in its opinion, the merger consideration to be received in connection with the merger by the holders of MedSolutions common stock was fair, from a financial point of view, to such holders.

     Stericycle will account for the merger using the purchase method of accounting.

     Other than as we describe in this document, the merger does not require the approval of any other U.S. federal or state or foreign agency.

     Under the Texas Business Corporation Act (the “TBCA”), you have the right to demand appraisal in connection with the merger and to receive, in lieu of the merger consideration, payment in cash, without interest, for the fair value of your shares of MedSolutions common stock as determined by an appraiser selected in a Texas state court proceeding. Holders of MedSolutions common stock electing to exercise appraisal rights must comply with the provisions of Article 5.12 of the TBCA in order to perfect their rights. MedSolutions will require strict compliance with the statutory procedures.

     The following is intended as a summary of the material provisions of the Texas statutory procedures required to be followed by a MedSolutions shareholder in order to demand and perfect appraisal rights. Shareholders who desire more information than provided in the following summary should review Article 5.12 of the TBCA, the full text of which appears inAnnex CD to this proxy statement/prospectus.

     This proxy statement/prospectus constitutes MedSolutions’ notice to its shareholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Article 5.12 of the TBCA. If you wish to consider exercising your appraisal rights, you should carefully review the text of Article 5.12 contained inAnnex CD since failure to timely and properly comply with the requirements of Article 5.12 will result in the loss of your appraisal rights under Texas law.

     If you elect to demand appraisal of your shares of MedSolutions common stock, you must satisfy each of the following conditions:

     If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the fixed combination of the cash consideration and the note consideration for each share of MedSolutions common stock as provided for in the merger agreement if you are the holder of record at the effective time of the merger, but you will have no appraisal rights with respect to your shares of MedSolutions common stock. A proxy card which is signed and does not contain voting instructions will, unless revoked, be voted “FOR” the adoption of the merger agreement and will constitute a waiver of your right of appraisal and will nullify any previous written demand for appraisal.

     All written objections should be addressed to MedSolutions’ Secretary at 12750 Merit Drive, Park Central VII, Suite 770, Dallas, Texas 75251, and should be executed by, or on behalf of, the record holder of the shares in respect of which appraisal is being demanded. The written objection must reasonably inform MedSolutions of the identity of the shareholder and the intention of the shareholder to demand appraisal of his, her or its shares.

     To be effective, a written objection by a holder of MedSolutions common stock must be made by or on behalf of the shareholder of record. The written objection should set forth, fully and correctly, the shareholder of record’s name as it appears on his or her stock certificate(s) and should specify the holder’s mailing address and the number of shares registered in the holder’s name. The written objection must state that the person intends to exercise his, her or its right to dissent under Texas law in connection with the merger. Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to MedSolutions. The beneficial holder must, in such cases, have the record owner submit the required demand in respect of those shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a written objection should be made in that capacity; and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the written objection should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the written objection for appraisal for a shareholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the written objection, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written objection should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the written objection will be presumed to cover all shares held in the name of the record owner.

     If you hold your shares of MedSolutions common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

     Within 10 days after the effective time of the merger, the surviving corporation to the merger must give written notice that the merger has become effective to each MedSolutions shareholder who has properly filed a written objection and who did not vote in favor of the merger agreement. Each shareholder who has properly filed a written objection has 10 days from the delivery or mailing of the notice to make written demand for payment of the fair value for the shareholder’s shares. The written demand must state the number of shares owned by the shareholder and the fair value of the shares as estimated by the shareholder. Any shareholder who fails to make written demand within 10 days of the delivery or mailing of the notice from the surviving corporation that the merger has become effective will not be entitled to any appraisal rights. Any shareholder making a written demand for payment must submit to the surviving corporation for notation any certificated shares held by that shareholder which are subject to the demand within 20 days after making the written demand. The failure by any shareholder making a written demand to submit its certificates may result in the termination of the shareholder’s appraisal rights.

     The surviving corporation has 20 days after its receipt of a demand for payment to provide notice that the surviving corporation (i) accepts the amount claimed in the written demand and agrees to pay the amount claimed within 90 days from effective time of the merger, or (ii) offers to pay its estimated fair value of the shares within 90 days after the effective time.

     If, within 60 days after the effective time of the merger, the surviving corporation and a shareholder who has delivered written demand in accordance with Article 5.12 do not reach agreement as to the fair value of the shares, either the surviving corporation or the shareholder may file a petition in any Texas state court, with a copy served on the surviving corporation in the case of a petition filed by a shareholder, demanding a determination of the fair value of the shares held by all shareholders entitled to appraisal. The surviving corporation has no obligation and has no present intention to file such a petition if there are objecting shareholders. Accordingly, it is the obligation of MedSolutions’ shareholders to initiate all necessary action to perfect their appraisal rights in respect of shares of MedSolutions common stock within the time prescribed in Article 5.12. The failure of a shareholder to file such a petition within the period specified could nullify the shareholder’s previously written demand for appraisal.

     If a petition for appraisal is duly filed by a shareholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 10 days after receiving service of a copy of the petition, to provide the office of the clerk of the court in which the petition was filed with a list containing the names and addresses of all shareholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached.

     After notice to dissenting shareholders, the court will conduct a hearing upon the petition, and determine those shareholders who have complied with Article 5.12 and who have become entitled to the appraisal rights provided thereby.

     After determination of the shareholders entitled to appraisal of their shares of MedSolutions common stock, the court will appraise the shares, determining their fair value. When the value is determined, the court will direct the payment of such value to the shareholders entitled to receive the same, immediately to the holders of uncertificated shares and upon surrender by holders of the certificates representing shares.

     Pursuant to Article 5.12, the fair value of your shares is the value of such shares as of the day immediately preceding the date of the special meeting, excluding any appreciation or depreciation in anticipation of the merger. You should be aware that the fair value of your shares as determined under Article 5.12 could be more, the same, or less than the value that you are entitled to receive under the terms of the merger agreement.

     Costs of the appraisal proceeding may be imposed upon the surviving corporation and the shareholders participating in the appraisal proceeding by the court as the court deems equitable in the circumstances. Upon the application of a shareholder, the court may order all or a portion of the expenses incurred by any shareholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Any shareholder who had demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time; however, if no petition for appraisal is filed within 120 days after the effective time, or if the shareholder delivers a written withdrawal of such shareholder’s demand for appraisal and an acceptance of the terms of the merger prior to the filing of a petition for appraisal, then the right of that shareholder to appraisal will cease and that shareholder will be entitled to receive the cash and note consideration for shares of his, her or its MedSolutions common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made after the filing of a petition for appraisal may only be made with the written approval of the surviving corporation.

     Failure to comply with all of the procedures set forth in Article 5.12 will result in the loss of a shareholder’s statutory appraisal rights. In view of the complexity of Article 5.12, MedSolutions’ shareholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

     If the number of shares of dissenting stock exceeds 7.5% of the outstanding shares of MedSolutions common stock outstanding immediately prior to the effective time of the merger, then Stericycle may elect not to consummate the merger.

     If the merger is completed, the shares of MedSolutions common stock will be deregistered under the Securities Exchange Act of 1934.

     In considering the recommendation of the MedSolutions Board of Directors with respect to the merger, MedSolutions shareholders should be aware that some directors and executive officers of MedSolutions have interests in the merger that are different from, or in addition to, the interests of MedSolutions shareholders generally. The MedSolutions Board of Directors was aware of those interests and took them into account in approving and adopting the merger agreement and recommending that MedSolutions shareholders vote to approve and adopt the merger agreement. Those interests are summarized below.

     Stericycle intends to retain, pursuant to a letter agreement to be executed in connection with the closing of the merger, Matthew H. Fleeger, MedSolutions’ President and Chief Executive Officer, or a company affiliated with Mr. Fleeger as a consultant for a period of six months beginning on the closing date of the merger to provide transition management and other services. Mr. Fleeger or his affiliated company will receive aggregate consulting fees of $96,900 for such services as well as health insurance coverage for Mr. Fleeger and his dependents. Subject to landlord approval, Stericycle also intends to sublease MedSolutions’ current corporate office space to Mr. Fleeger beginning on the six-month anniversary of the closing date of the merger, at the rental rates and for the remaining term as specified in MedSolutions’ current office lease.

     Stericycle may also retain additional officers or employees of MedSolutions to provide transitional services on a consulting basis after the closing of the merger.

     MedSolutions’ directors and executive officers and their affiliates beneficially owned, as of the record date, approximately 13.6% of the outstanding MedSolutions common stock, including those shares of MedSolutions common stock underlying outstanding stock options and convertible debt.

     The following discussion summarizes certain material U.S. federal income tax consequences of the merger to U.S. holders. This discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated under the Internal Revenue Code, court decisions, published positions of the Internal Revenue Service and other applicable authorities, all as in effect on the date of this document and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to U.S. holders who hold MedSolutions shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion does not address all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances or to holders who may be subject to special treatment under U.S. federal income tax laws, such as tax exempt organizations, foreign persons or entities, S corporations or other pass-through entities, financial institutions, insurance companies, broker-dealers, holders who hold MedSolutions shares as part of a hedge, straddle, wash sale, synthetic security, conversion transaction, or other integrated investment comprised of MedSolutions shares and one or more investments, holders with a “functional currency” (as defined in the Internal Revenue Code) other than the U.S. dollar, persons who exercise appraisal rights, and persons who acquired MedSolutions shares in compensatory transactions. Further, this discussion does not address any aspect of state, local or foreign taxation. No ruling has been or will be obtained from the Internal Revenue Service regarding any matter relating to the merger. No assurance can be given that the Internal Revenue Service will not assert, or that a court will not sustain, a position contrary to any of the tax aspects described below. Holders are urged to consult their own tax advisors as to the U.S. federal income tax consequences of the merger, as well as the effects of state, local and foreign tax laws.

     As used in this summary, a “U.S. holder” includes:

     If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of MedSolutions shares, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Holders of MedSolutions shares that are partnerships and partners in these partnerships are urged to consult their tax advisors regarding the U.S. federal income tax consequences of owning and disposing of MedSolutions shares in the merger.

     THIS SUMMARY IS NOT A SUBSTITUTE FOR AN INDIVIDUAL ANALYSIS OF THE TAX CONSEQUENCES OF THE MERGER TO YOU. WE URGE YOU TO CONSULT A TAX ADVISOR REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE MERGER IN LIGHT OF YOUR OWN SITUATION.

     This summary of certain material U.S. federal income tax considerations, and any other discussion in this proxy statement/prospectus of the tax consequences or tax risks of the merger to U.S. holders of MedSolutions common stock (collectively, “written discussion”) is not intended nor written to be used, and cannot be used, by any person for the purpose of avoiding tax penalties that may be imposed on such person. The written discussion was prepared to support the marketing of the transaction(s) or matter(s) addressed by such written discussion, and the taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

     The receipt of the merger consideration in the merger will result in a taxable transaction for United States federal income purposes and also may result in a taxable transaction under applicable state, local and other income tax laws. In general, under Section 1001 of the Internal Revenue Code of 1986, as amended (the “Code”), a holder of MedSolutions common stock will recognize gain or (subject to the limitations under Section 267 of the Code) loss equal to the difference between his or her adjusted tax basis in the MedSolutions common stock surrendered as determined under Section 1011 of the Code and the fair market value of the cash and promissory notes received, if any.

     If a MedSolutions shareholder effectively dissents from the merger and receives cash for his, her or its shares, such cash will be treated as having been received by that shareholder as a distribution in redemption of his, her or its MedSolutions common stock, subject to the provisions and limitations of Section 302 of the Code, which determines whether a distribution in redemption of stock is treated as a payment in exchange for the stock or as a dividend. Where as a result of such distribution, a shareholder owns no MedSolutions common stock, either directly or through the application of Section 318(a) of the Code, the redemption will be a complete termination of interest within the meaning of Section 302(b)(3) of the Code and such cash will be treated as a distribution in full payment in exchange for his or her MedSolutions common stock, and not as a dividend.

     Assuming that the shares of MedSolutions common stock have been held as a capital asset, the gain or loss recognized by a MedSolutions shareholder generally will constitute a capital gain or loss, other than, with respect to the exercise of dissenters’ rights, amounts, if any, which are treated as a dividend under Section 302 of the Code (and taxable as such), or which constitute interest or are deemed to constitute interest for federal income tax purposes (which amounts will be taxable as ordinary income). The gain will constitute short-term capital gain or loss subject to ordinary income tax rates if, at the effective time of the merger, the shares of MedSolutions common stock were held for one year or less. If the shares were held for more than one year, the capital gain or loss would be long-term, subject in the case of individual shareholders, estates and certain trusts to tax at a maximum United States federal income tax rate of 15% for 2007.

     With certain exceptions, installment sale treatment under Section 453 of the Code may be available for purposes of reporting gain attributable to the promissory note portion of the merger consideration received pursuant to the Merger. The installment method permits gain (but not loss) from installment sales to be taxed as the shareholder receives installment payments instead of being taxed in full in the year of the merger.

     A shareholder may elect out of installment sale treatment. If a shareholder makes such an election, taxable gain will be recognized to the same extent as if the shareholder’s shares had been exchanged for cash in the amount of the face value of the promissory note.

     The benefits of the installment method of reporting gain on installment sales are limited by a number of statutory rules including the following: (i) the pledge of certain installment obligations is treated as a payment resulting in the recognition of gain; (ii) a disposition of an installment obligation generally triggers the recognition of any deferred gain remaining on the sale; and (iii) the installment method is generally not available in respect of dispositions by dealers. Furthermore, where the installment method does apply, a special interest rule applicable to an installment obligation arising from a disposition of property with a sales price in excess of $150,000 may apply, with the possible effect of diminishing or eliminating the economic benefit of the deferral.

     If the Internal Revenue Service were to successfully assert that the promissory notes do not qualify for installment treatment, then MedSolutions shareholders would not be able to defer the recognition of a portion of their gain during the term of the promissory notes. Taxpayers are urged to consult their own independent tax advisors to consider the possible effects of installment reporting of gain allocated to the promissory note portion of the payments received pursuant to the merger, and the possible effects of electing out of the installment method.

     Because the stated interest rate payable on the promissory notes is less than the relevant applicable federal rate (“AFR”), additional interest under the promissory notes will be imputed by reason of the imputed interest rules of Sections 1274 or 483 of the Code, as applicable. The relevant AFR is calculated by determining the appropriate term of the debt instrument (short-, mid- or long-term) and applying the lowest AFR during the three-month periods ending with the month in which the merger agreement was signed and the month in which the merger occurs. The promissory notes will be considered mid-term debt for these purposes. The lowest AFR for mid-term debt during May, June and July, 2007 was 4.62%.

     The imputed interest rules will have the effect of re-characterizing as interest, for federal income tax purposes, a portion of the principal to be paid on the promissory notes because the relevant AFR exceeds the nominal interest of 4.5% or 3.5% payable on the promissory notes. You are urged to consult your own tax advisor to determine how the imputed interest rules will affect you.

     United States federal income tax law requires that a holder of MedSolutions shares provide the payment agent with his or her correct taxpayer identification number, which is, in the case of a U.S. holder who is an individual, a social security number, or, in the alternative, establish a basis for exemption from backup withholding. Exempt holders, including, among others, corporations and some foreign individuals, are not subject to backup withholding and reporting requirements. If the correct taxpayer identification number or an adequate basis for exemption is not provided, a holder will be subject to backup withholding on any reportable payment. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder will be allowed as a credit against that U.S. holder’s U.S. federal income tax and may entitle the U.S. holder to a refund, if the required information is furnished to the Internal Revenue Service.

     To prevent backup withholding, each holder of MedSolutions shares must complete the Substitute Form W-9 which will be provided by the payment agent with the transmittal letter and certify under penalties of perjury that:

     The Substitute Form W-9 must be completed, signed and returned to the payment agent.

     The following summary of the merger agreement is qualified by reference to the complete text of the merger agreement, which is attached asAnnex A and incorporated by reference into this proxy statement/prospectus.

     Upon the terms and subject to the conditions of the merger agreement, and in accordance with the TBCA, at the effective time of the merger, TMW Acquisition Corporation, a wholly-owned subsidiary of Stericycle, which we refer to as Merger Sub, will be merged with and into MedSolutions. MedSolutions will continue as the surviving corporation and a wholly-owned subsidiary of Stericycle. The separate corporate existence of Merger Sub will cease. The effectiveness of the merger will not affect the separate corporate existence of MedSolutions’ subsidiaries, which will remain subsidiaries of MedSolutions following the merger.

     The closing date of the merger will occur as soon as possible following the date on which all conditions to the merger, other than those conditions that by their nature are to be satisfied at the closing, have been satisfied or waived. Stericycle and MedSolutions expect to complete the merger during the thirdfourth quarter of 2007. However, we do not know how long after the MedSolutions special meeting the closing of the merger will take place. Stericycle and MedSolutions hope to have the significant conditions satisfied so that the closing can occur immediately following the special meeting. However, there can be no assurance that such timing will occur or that the merger will be completed during the thirdfourth quarter of 2007 as expected.

     As soon as practicable after the closing of the merger, Merger Sub and MedSolutions will file a certificate of merger with the Secretary of State of the State of Texas. The effective time of the merger will be the time Merger Sub and MedSolutions file the certificate of merger with the Secretary of State of the State of Texas or at a later time as we may agree and specify in the certificate of merger.

     At the effective time of the merger, each outstanding share of MedSolutions common stock (other than any shares owned directly or indirectly by MedSolutions, Stericycle or Merger Sub and those shares

     The promissory notes will be payable in seven installments of interest only due on each of the first six anniversaries of the date on which the merger closes and one final installment of principal and interest due on the seventh anniversary of such closing date, and will bear interest, at the election of each holder of shares of MedSolutions common stock, at the annual rate of either 3.5% (if such shareholder elects to have such promissory note supported by a master letter of credit) or 4.5% (if such shareholder does not elect such support). Holders of the promissory notes will not have any voting rights with respect to Stericycle. See “Description of Promissory Notes” beginning on page 71 of this proxy statement/prospectus.

     All MedSolutions stock options have vested. At the effective time of the merger, the MedSolutions stock options will be canceled and converted to a right to receive the merger consideration for each deemed outstanding MedSolutions option share. The number of deemed outstanding MedSolutions option shares attributable to each MedSolutions stock option will be equal to the net number of shares of MedSolutions common stock (rounded down to the next whole share) that would have been issued upon a cashless exercise of that MedSolutions stock option immediately before the effective time of the merger. That net number of shares will be computed by deducting from the shares of MedSolutions common stock that would be issued to the option holder a number of deemed surrendered shares of MedSolutions common stock which is equal to the fair value of (i) the exercise price of a MedSolutions stock option to be paid by the option holder and (ii) all amounts required to be withheld and paid by MedSolutions for federal taxes and other payroll withholding obligations as a result of such exercise (using an assumed tax rate of 35%). The fair value of each deemed surrendered share of MedSolutions common stock, for purposes of determining the net number of shares, will be equal to $2.00.

     At the effective time of the merger, each outstanding share of MedSolutions common stock (other than shares held by MedSolutions, Stericycle or Merger Sub and shareholders who properly exercise their dissenters’ rights) will automatically be canceled and retired, will cease to exist and will be converted into

the right to receive the merger consideration. Shares of MedSolutions common stock owned by MedSolutions will be canceled in the merger without payment of any merger consideration.

     Prior to the completion of the merger, Stericycle will deposit with the payment agent, for the benefit of the holders of MedSolutions common stock and stock options to purchase MedSolutions common stock, an amount in cash and promissory notes sufficient to effect the conversion of MedSolutions common stock and exercised stock options into the cash and note consideration to be paid in the merger. Stericycle has appointed LaSalle Bank National Association, Chicago, Illinois to act as payment agent for the merger.

     As soon as reasonably practicable after the effective time of the merger, the payment agent will send to each holder of MedSolutions common stock a letter of transmittal for use in the payment of the merger consideration and instructions explaining how to surrender MedSolutions shares to the payment agent. Holders of MedSolutions common stock who surrender their certificates to the payment agent, together with a properly completed letter of transmittal, will receive the appropriate merger consideration.

     At the effective time of the merger, the stock transfer books of MedSolutions will be closed and no further issuances or transfers of MedSolutions common stock will be made. If, after the effective time, valid MedSolutions stock certificates are presented to the surviving corporation for any reason, they will be cancelled and exchanged as described above to the extent allowed by applicable law.

     The payment agent will deliver to MedSolutions, as the surviving corporation, any promissory notes to be issued in the merger and any funds set aside by Stericycle to pay the cash consideration that are not claimed by former MedSolutions shareholders within six months after the effective time of the merger. Thereafter, the surviving corporation will act as the payment agent and former MedSolutions shareholders may look only to the surviving corporation for payment of their merger consideration, provided that the payment agent will continue to disburse payments due under the promissory notes that have been duly issued to holders of MedSolutions common stock. None of MedSolutions, Stericycle, the surviving corporation, the payment agent or any other person will be liable to any former MedSolutions shareholder for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

     Stericycle will pay for the expenses of the payment agent and the indenture trustee incurred in connection with the payment of the merger consideration in an aggregate amount up to $80,000. Any reasonable expenses of the payment agent in excess of $80,000 will be paid by Stericycle and reimbursed by reducing the principal amount of the promissory notes by the amount of such expenses on a pro rata basis. Any such principal reduction is referred to in this proxy statement/prospectus as an “expense payment principal reduction.”

     MEDSOLUTIONS STOCK CERTIFICATES SHOULD NOT BE RETURNED WITH THE ENCLOSED PROXY CARD. MEDSOLUTIONS STOCK CERTIFICATES SHOULD BE RETURNED WITH THE TRANSMITTAL LETTER AND ACCOMPANYING INSTRUCTIONS WHICH WILL BE PROVIDED TO MEDSOLUTIONS SHAREHOLDERS BY THE PAYMENT AGENT FOLLOWING THE EFFECTIVE TIME OF THE MERGER.

     Under the merger agreement, the directors and officers of Merger Sub immediately prior to the effective time of the merger will be the directors and officers of the surviving corporation at and after the effective time of the merger.

     The merger agreement contains customary and substantially reciprocal representations and warranties made by each party to the other. MedSolutions’ representations and warranties to Stericycle and Merger Sub relate to, among other things:

     The representations and warranties in the merger agreement are subject to materiality and knowledge qualifications in many respects and survive the closing of the merger agreement until the first anniversary of the closing date of the merger, with the exception of MedSolutions’ representations and warranties relating to environmental and tax matters, which will survive the closing and continue until the date that is 90 days after the expiration of the underlying statutes of limitations for such matters.

     Pursuant to the merger agreement, Stericycle may assert an indemnification claim for any loss, damage, cost or expense (including reasonable attorneys’ fees) that is caused by, arises out of or relates to any breach of any representation and warranty by MedSolutions in the merger agreement or in the officer’s certificate to be delivered by MedSolutions to Stericycle at closing. Any such indemnification claim must be asserted prior to the expiration of the representation or warranty in question. Except in certain limited instances, Stericycle may not assert an indemnification claim until the aggregate amount for which indemnification is sought exceeds $100,000, and if such threshold is reached, may then assert its claim only for the portion of the indemnification claim in excess of $100,000. Any subsequent indemnification claims after the $100,000 threshold is met are not subject to any further thresholds.

     Stericycle may assert an indemnification claim by providing written notice to the shareholder representative. If the shareholder representative does not object to an indemnification claim within 30 days of its receipt of such written notice, Stericycle’s indemnification claim will be considered undisputed. If the shareholder representative gives written notice to Stericycle within such 30-day period that the shareholder representative objects to Stericycle’s indemnification claim, Stericycle and the shareholder representative will attempt in good faith to resolve their differences. If Stericycle and the shareholder representative fail to resolve their disagreement within 30 days of the date on which Stericycle receives notice of the shareholder representative’s objection, either party may submit the disputed indemnification claim for binding arbitration before the American Arbitration Association in Chicago, Illinois or Dallas, Texas.

     To the extent that any indemnification claim by Stericycle is undisputed or is resolved in Stericycle’s favor, either by agreement with the shareholder representative or by binding arbitration, the

indemnification claim will reduce the aggregate amounts next becoming due under the promissory notes on a pro rata basis. This reduction will be Stericycle’s sole means of satisfying an indemnification claim. Any such reduction is referred to in this proxy statement/prospectus as an “indemnification claim payment reduction.”

     Pursuant to the merger agreement, following the closing of the merger, Stericycle and the shareholder representative will determine MedSolutions’ adjusted liabilities (as defined below) and adjusted current assets (as defined below), in each case as of the date of the closing. If the excess of MedSolutions’ adjusted liabilities over its adjusted current assets as of the closing date (the “liability excess”) is less than $4,340,000 (including no more than $90,000 in capital expenditures since May 31, 2007), the aggregate merger consideration will be increased by an amount equal to the difference between $4,340,000 and the liability excess. If the liability excess as of the closing date is more than $4,340,000, the aggregate merger consideration will be reduced by an amount equal to the difference between the liability excess and $4,340,000. The $4,340,000 threshold referred to in the preceding two sentences will be reduced, however, on a dollar-for-dollar basis to the extent that the sum of the aggregate merger consideration payable with respect to shares of MedSolutions common stock and merger consideration and tax withholdings with respect to the exercise of stock options to purchase MedSolutions common stock in connection with the merger exceeds $54,350,000. Any adjustment will be applied as described under the heading “— Application of Adjustments” below. This adjustment is referred to in this proxy statement/prospectus as the “closing balance sheet adjustment.”

     “Adjusted liabilities” means MedSolutions’ consolidated total liabilities determined in accordance with United States generally accepted accounting principles (“GAAP”), as increased by (except to the extent already accrued) (i) severance payments and other termination liabilities under employment agreements with MedSolutions’ employees or otherwise, (ii) MedSolutions’ unpaid transaction expenses relating to the merger, and as reduced by the first $100,000 of MedSolutions’ unpaid transaction expenses relating to the merger. “Adjusted current assets” means MedSolutions’ total current assets as determined in accordance with GAAP.

     Stericycle will prepare a schedule of adjusted liabilities and adjusted current assets as of the closing date within 75 days after the closing, and will promptly furnish a copy of such schedule to the shareholder representative. If the shareholder representative accepts Stericycle’s schedule, or if the shareholder representative fails to give written notice to Stericycle of any objection within 30 days after receipt of a copy of such schedule, Stericycle’s schedule will become binding. If the shareholder representative gives written notice to Stericycle within such 30-day period that the shareholder representative objects to Stericycle’s schedule of adjusted liabilities and adjusted current assets, Stericycle and the shareholder representative will attempt in good faith to resolve their differences. If Stericycle and the shareholder representative fail to resolve their disagreement within 30 days of the date on which Stericycle receives notice of the shareholder representative’s objection, either party may submit the disputed items to a mutually acceptable accounting firm for a determination of the correct amounts, which determination will be binding on Stericycle and the shareholder representative. If Stericycle and the shareholder representative are unable to agree upon a mutually acceptable accounting firm within 10 days of the date on which both parties become aware of such dispute, Stericycle will select an accounting firm that is not Stericycle’s regular accounting firm, the shareholder representative will select an accounting firm that was not the regular accounting firm of MedSolutions, and the two firms so selected will select a third accounting firm that is not the regular accounting firm of either Stericycle or MedSolutions to resolve the disputed items.

     Pursuant to the merger agreement, following the closing of the merger Stericycle and the shareholder representative will determine MedSolutions’ measured revenues (as defined below). If the measured revenues are $16,000,000 or more, there will be no adjustment to the aggregate merger consideration. If the measured revenues are less than $16,000,000, the aggregate merger consideration will be reduced by an amount equal to the difference between the product of (i) $16,000,000 less the amount of measured revenues multiplied by (ii) 3.375. Any adjustment will be applied as described under the heading “— Application of Adjustments” below. This adjustment is referred to in this proxy statement/prospectus as the “revenue adjustment.”

     “Measured revenues” means the sum of $15,655,352 plus the aggregate annualized gross revenues (net of returns, rebates and chargebacks) received by MedSolutions from certain scheduled customers during the first three full calendar months after the closing. Such net revenues will be annualized on a customer-by-customer basis as follows: (i) if there are three full calendar months of service to such customer during the measurement period, the net revenues will be annualized by multiplying them by four; (ii) if there are only two full calendar months of service to such customer during the measurement period, the net revenues will be annualized by multiplying them by six; (iii) if there is only one full calendar month of service to such customer during the measurement period, the net revenues will be annualized by multiplying them by 12; and (iv) if there is less than one full calendar month of service, the average weekly net revenues for such month will be annualized by multiplying them by 52.

     Stericycle will prepare a schedule of measured revenues within 45 days after the end of the three full calendar month measurement period described above, and will promptly furnish a copy of such schedule to the shareholder representative. If the shareholder representative accepts Stericycle’s schedule, or if the shareholder representative fails to give written notice to Stericycle of any objection within 30 days after receipt of a copy of such schedule, Stericycle’s schedule will become binding. If the shareholder representative gives written notice to Stericycle within such 30-day period that the shareholder representative objects to Stericycle’s schedule of measured revenues, Stericycle and the shareholder representative will attempt in good faith to resolve their differences. If Stericycle and the shareholder representative fail to resolve their disagreement within 30 days of the date on which Stericycle receives notice of the shareholder representative’s objection, either party may submit the disputed items to a mutually acceptable accounting firm for a determination of the correct amounts, which determination will be binding on Stericycle and the shareholder representative. If Stericycle and the shareholder representative are unable to agree upon a mutually acceptable accounting firm within 10 days of the date on which both parties become aware of such dispute, Stericycle will select an accounting firm that is not Stericycle’s regular accounting firm, the shareholder representative will select an accounting firm that was not the regular accounting firm of MedSolutions, and the two firms so selected will select a third accounting firm that is not the regular accounting firm of either Stericycle or MedSolutions to resolve the disputed items.

     When both the closing balance sheet adjustment and revenue adjustment have been finally determined as described above, the aggregate merger consideration will be adjusted as follows:

     Any such reduction in the principal amount of the promissory notes is referred to in this proxy statement/prospectus as a “merger consideration principal reduction.”

     On May 14, 2007, a Texas jury found EnviroClean Management Services, Inc., a Texas corporation and a subsidiary of MedSolutions (“EMSI”), liable in connection for approximately $10.4 million in actual damages and $10 million in punitive damages in connection with a 2004 traffic accident involving one of EMSI’s trucks. On June 15, 2007, a judgment was entered in the amount of $15,005,245. Approximately $5.4 million of such damages are covered byOn September 27, 2007, counsel for the parties to the lawsuit and EMSI’s insurance coverage. MedSolutions intends through its insurance provider, Zurich American Insurance (“Zurich”), to vigorously appeal the judgment. Zurich has posted a supersedeas bond in the required amount of $11,321,761 to preclude all collection actions pending the appeal. This process is likely to take considerable time and may extend past the closing date of the merger. If MedSolutions or the Surviving Corporation, as the case may be, is unsuccessful or only partially successful on appeal, to the extent that the amount of any award exceeds EMSI’s insurance coverage, MedSolutions has been advised by its legal counsel that EMSI has a valid claim against Zurich that, pursuant to applicable Texas law, should result in Zurich’s being held responsible for the amount of any award in excess of the policy limits.

     Any such reduction in the principal amount of the promissory notes is referred to in this proxy statement/prospectus as a “litigation payment principal reduction.”

     Pursuant to the merger agreement, at the effective time of the merger Matthew H. Fleeger and Winship B. Moody, Sr. will be appointed as the joint agents and attorneys-in-fact, for the holders of shares of MedSolutions common stock who have duly surrendered or may duly surrender their stock certificates to the payment agent, to give and receive notices and communications and to take any and all

action on behalf of such holders pursuant to the merger agreement and in connection with the promissory notes, including without limitation asserting, prosecuting, or settling any claim against the surviving corporation or Stericycle or defending or settling any claim asserted by the surviving corporation or Stericycle. In this capacity, Mr. Fleeger and Mr. Moody are referred to as the “shareholder representative” in this proxy statement/prospectus. The shareholder representative may be changed from time to time by the consent of holders representing a majority of the shares of MedSolutions common stock immediately prior to the effective time of the merger upon written notice to the surviving corporation and the shareholder representative. Any vacancy in the position of shareholder representative may be filled by the remaining shareholder representative, if any, subject to the rights of holders representing a majority of the shares of MedSolutions common stock immediately prior to the effective time of the merger to replace any shareholder representative so appointed. Any notices or communications to or from the shareholder representative will constitute notice to or from each of the holders of shares of MedSolutions common stock who have duly surrendered or may duly surrender their stock certificates to the payment agent. Any decision, act, consent or instruction of the shareholder representative (acting in such capacity) will constitute a decision of all of the holders of shares of MedSolutions common stock who have duly surrendered or may duly surrender their stock certificates to the payment agent, and will be final, binding and conclusive upon each such holder. The surviving corporation and Stericycle are authorized to rely upon any such decision, act, consent or instruction of the shareholder representative as being the decision, act, consent or instruction of each such holder. No bond is being required of the shareholder representative, and by voting to approve and adopt the merger agreement each holder of MedSolutions common stock agrees that the shareholder representative will not be liable to such holder or any other person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment.

     At closing of the merger, Stericycle will place $250,000$125,000 of the aggregate merger consideration into an escrow account with Park Cities Bank, Dallas, Texas, which amount will be made available for use by the shareholder representative for the costs and expenses incurred by the shareholder representative in fulfilling its duties under the merger agreement. Such costs and expenses will include $5,000 per year compensation paid to each of Messrs. Fleeger and Moody for their service as shareholder representative. The $250,000$125,000 will be deducted on a pro rata basis from the cash consideration distributable to the holders of shares of MedSolutions common stock in connection with the merger. Any funds remaining in such escrow account on the date of the last payment payable under the promissory notes will be distributed on a pro rata basis to holders of shares of MedSolutions common stock who have duly surrendered or may duly surrender their stock certificatesremitted to the surviving corporation to be applied towards the $250,000 payment agent.due with respect to the litigation settlement described in “The Merger Agreement — Litigation Adjustment” on page 61 of this proxy statement/prospectus.

     Each of Stericycle and MedSolutions has undertaken various covenants in the merger agreement. The following summarizes the more significant of these covenants:

     Prior to the effective time of the merger MedSolutions has agreed that it and its subsidiaries will conduct their operations in the ordinary course consistent with past practices. Prior to the effective time of the merger, unless Stericycle consents otherwise in writing, with certain exceptions, MedSolutions has agreed that neither MedSolutions nor any of its subsidiaries will:

     MedSolutions has agreed that, except as specifically permitted in the merger agreement, it will not, and it will not authorize or permit its subsidiaries or its representatives to:

     An “acquisition proposal” is any inquiry, offer or proposal regarding any of the following matters (other than the transactions contemplated by the merger agreement or the merger):

     Except as specifically permitted in the merger agreement, MedSolutions has also agreed to, and will cause its affiliates and their respective officers, directors and representatives to, immediately terminate any activities, discussions or negotiations existing as of the date of the merger agreement with any person (other than Stericycle) conducted with respect to any acquisition proposal.

     However, if MedSolutions receives a superior proposal (as defined below), MedSolutions may terminate the merger agreement if:

     A “superior proposal” is any proposal by a third party to acquire more than 50% of the voting power of MedSolutions’ equity securities or more than 50% of MedSolutions’ assets, pursuant to a tender or exchange offer, merger, consolidation, liquidation or dissolution, recapitalization, sale of assets or otherwise, if MedSolutions’ Board of Directors determines in its good faith judgment (after consultation with MedSolutions’ valuation advisor and after considering the likelihood and timing of the consummation of such third party transaction and any amendments or modifications to the merger agreement that Stericycle has offered or proposed within five days of learning of such proposed transaction) that such transaction is more favorable from a financial point of view to MedSolutions’ shareholders than the merger with Stericycle.

     In addition to those covenants described above, the merger agreement contains additional agreements between Stericycle and MedSolutions relating to, among other things:

     Unless waived in whole or in part by Stericycle and Merger Sub, the obligations of Stericycle and Merger Sub to effect the merger are subject to the following conditions:

     Unless waived in whole or in part by MedSolutions, the obligations of MedSolutions to effect the merger are subject to the following conditions:

     Before the effective time of the merger, the merger agreement may be terminated:

     If the merger agreement is validly terminated, the merger agreement will become void without any liability on the part of any party unless that party is in breach. However, certain provisions of the merger agreement, including, among others, those provisions relating to expenses and termination fees, will continue in effect notwithstanding termination of the merger agreement.

     MedSolutions must pay to Stericycle a termination fee of $2,500,000 in the following circumstances:

     Stericycle will issue promissory notes up to the aggregate principal amount of $40,742,903 in connection with the merger. The promissory notes will be in registered form. The promissory notes will be transferable or exchangeable only upon registration of the transfer or exchange with LaSalle Bank National Association as the registrar as under the indentures.

     Stericycle will issue promissory notes to each shareholder of MedSolutions and each holder of MedSolutions stock options upon the shareholder’s or option holder’s compliance with the requirements of the letter of transmittal in connection with payment of the merger consideration. See “The Merger Agreement—Merger Consideration,” “—Treatment of MedSolutions Options” and “—Payment Procedures” on pages 54, 55 and 56, respectively, of this proxy statement/prospectus.

     The promissory notes will be issued without coupons and will mature on the seventh anniversary of the closing of the merger, which will fall in 2014. The promissory notes will be general obligations of Stericycle. They will not be secured by any of Stericycle’s assets.

     Payment of the 3.5% notes will be supported by a letter of credit issued by Bank of America, N.A., any other lender party to the Stericycle’s current credit agreement, or any other bank or financial institution approved by the shareholder representative, and paid for by Stericycle. Payment of the 4.5% notes will not be supported by a letter of credit.

     The promissory notes are not subject to any sinking fund provisions.

     Interest on the unpaid principal balance of the 3.5 % promissory notes will accrue at the rate of 3.5% per annum, and interest on the unpaid principal balance of the 4.5% promissory notes will accrue at the rate of 4.5% per annum.

     Interest will be payable annually in arrears on each anniversary of the closing date of the merger falling in 2008, 2009, 2010, 2011, 2012, 2013 and 2014.

     The unpaid principal balance of the 3.5% and 4.5% notes will be due and payable on the seventh anniversary of the closing date of the merger, which will fall in 2014.

     Stericycle will pay interest on the promissory notes to the persons who are registered holders of promissory notes as of the close of business on the record date for the interest payment on or immediately before the interest payment date.

     Holders of promissory notes will be required to surrender their notes to the payment agent to collect principal payments. Stericycle has appointed the indenture trustee as the payment agent.

     Payment of the 3.5% notes will be supported by a letter of credit issued to the indenture trustee. The issuer of the initial letter of credit will be Comerica Bank.

     The initial letter of credit will be for a one-year term, subject to being renewed automatically for additional one-year terms unless the issuer gives the indenture trustee, Stericycle and the shareholder representative 30 days’ prior notice of the issuer’s intent not to renew the letter of credit upon the expiry of its current one-year term.

     If the issuer of the current letter of credit gives the indenture trustee, Stericycle and the shareholder representative at least 30 days’ prior notice of the issuer’s intent not to renew the letter of credit upon the expiry of its current one-year term, Stericycle is required by the 3.5% indenture to deliver a new letter of credit to the indenture trustee no later than 15 days prior to the expiry of the current letter of credit.

     Stericycle may at any time substitute a new letter of credit for the current letter of credit. Any new letter of credit is required to be issued by Bank of America, N.A., any other lender party to Stericycle’s credit agreement for its senior unsecured credit facility, or any other bank or financial institution approved by the shareholder representative (whose approval may not be unreasonably withheld), and conform in substance to the current letter of credit that it replaces.

     The principal amount of the promissory notes is subject to reduction, retroactive to the date of issuance of the promissory notes, by reason of a merger consideration principal reduction. The principal amount of the promissory notes is also subject to reduction, effective as of the date of payment, by reason of a litigation payment principal reduction or an expense payment principal reduction. See “The Merger Agreement— Merger Consideration,” “The Merger Agreement — Payment Procedures,” “The Merger Agreement — Adjustments to Merger Consideration—Application of Closing Balance Sheet and Revenue Adjustments” and “ — Litigation Adjustment” on pages 54, 56, 60 and 61 of this proxy statement/prospectus.

     In the event of a merger consideration principal reduction, a litigation payment principal reduction or an expense payment principal reduction, the principal amount of all outstanding promissory notes will be reduced on a pro rata basis.

     Stericycle, at its option, may prepay all or any portion of the principal amount of the promissory notes without penalty at any time prior to the maturity date if it concurrently pays all accrued interest on the principal amount being prepaid. Any prepayment of principal will be made in respect of all outstanding promissory notes on a pro rata basis determined by the promissory notes’ respective principal amounts.

     Each indenture provides that Stericycle may not consolidate or merge with or into or transfer all or substantially all of its assets to a third party unless (i) Stericycle is the resulting or surviving entity, or (ii) if Stericycle is not the resulting or surviving entity, the resulting or surviving entity is a U.S. corporation and assumes all of Stericycle’s obligations under the promissory notes and the indenture and, in either case (i) or (ii), (iii) immediately before and immediately after the transaction there is no default under the indenture.

     The indentures and the promissory notes do not contain any financial covenants by Stericycle. There are no provisions requiring the maintenance of any asset ratio or restricting the incurrence of additional debt or restricting the declaration of dividends.

     Under each indenture, an event of default occurs in respect of the promissory notes issued pursuant to the indenture if:

     Under each indenture, if an event of default occurs, the indenture trustee by notice to Stericycle, or the shareholder representative by notice to Stericycle and the indenture trustee, may declare the principal of and accrued interest on all outstanding promissory notes issued pursuant to the indenture to be due and payable.

     The indenture trustee is required to declare the principal of and accrued interest on all outstanding promissory notes issued pursuant to one indenture to be due and payable if the principal of and accrued interest on all outstanding promissory notes issued pursuant to the other indenture have been declared to be due and payable.

     The shareholder representative may direct (i) the time, method and place of conducting any proceeding for any remedy available to the indenture trustee or (ii) the exercise of any trust or other power conferred on the indenture trustee, including drawing on the letter of credit supporting the 3.5% Notes.

     The shareholder representative by notice to Stericycle and the indenture trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing events of default have been cured or waived except the nonpayment of principal or interest that became due solely because of the acceleration.

     Stericycle and the indenture trustee may amend each indenture or the promissory notes issued pursuant to the indenture without the consent of any noteholder in order to:

     Stericycle and the indenture trustee may amend each indenture or the promissory notes issued pursuant to the indenture with the written consent of the shareholder representative. Without the consent of each affected noteholder, however, no amendment may: