-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N62vfxRcvkF7fY6I/9LlYMDSSHofBlcSrp8YceAqAXGIsGyEHb/6ten+nGhWntgJ efe8NKjltO9NKvsnhS0jFA== 0000898431-96-000162.txt : 19961118 0000898431-96-000162.hdr.sgml : 19961118 ACCESSION NUMBER: 0000898431-96-000162 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961113 EFFECTIVENESS DATE: 19961113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES FILTER CORP CENTRAL INDEX KEY: 0000318025 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 330266015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16083 FILM NUMBER: 96662569 BUSINESS ADDRESS: STREET 1: 73 710 FRED WARING DR STE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 BUSINESS PHONE: 6193400098 MAIL ADDRESS: STREET 1: 73 710 FRED WARING DRIVE SUITE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TOXXIC CONTROL INC DATE OF NAME CHANGE: 19910401 FORMER COMPANY: FORMER CONFORMED NAME: NOVAN ENERGY INC DATE OF NAME CHANGE: 19871227 S-8 1 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ UNITED STATES FILTER CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 33-0266015 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) identification No.) 40-004 Cook Street Palm Desert, California 92211 ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) 1991 EMPLOYEE STOCK OPTION PLAN 1991 DIRECTORS STOCK OPTION PLAN ------------------------------- (Full title of the plan) Damian C. Georgino, Esq. Vice President, General Counsel & Secretary United States Filter Corporation 40-004 Cook Street Palm Desert, California 92211 -------------------------------------------- (Name and address of agent for service) (619) 340-0098 ------------------------------------------------------------ (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed maximum Proposed Title of offering maximum securities Amount to price aggregate Amount of to be be per offering registration registered registered share(1) price fee Common Stock, 1,125,000 $33.1875 $37,335,938 $11,314 par value shares $.01 per share 1991 Employee Stock Option 750,000 Plan shares 1991 Directors 375,000 Stock Option shares Plan (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Common Stock of United States Filter Corporation on November 7, 1996 as reported on the New York Stock Exchange Composite Tape. The earlier Registration Statements on Form S-8 filed by United States Filter Corporation (the "Registrant") with the Securities and Exchange Commission (the "Commission") on July 8, 1992 (File No. 33-49382), December 31, 1992 (File No. 33-56744), December 23, 1993 (File No. 33-73542), August 4, 1994 (File No. 33-82424), February 22, 1995 (File No. 33-89662) and October 10, 1995 (File Nos. 33-63285 and 33-63287), pertaining to the Registrant's 1991 Employee Stock Option Plan and 1991 Directors Stock Option Plan, are hereby incorporated by reference. This incorporation is made pursuant to General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: Exhibit No. Description ----------- ----------- 4.1 Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K, dated June 28, 1996, for the year ended March 31, 1996 (File No. 1-10728)). 5.1 Opinion of Damian C. Georgino, Esq., regarding the legality of the securities registered hereunder. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Price Waterhouse LLP. 23.3 Consent of Arthur Andersen LLP. 23.4 Consent of Damian C. Georgino, Esq. (included in the Opinion filed as Exhibit 5.1). II - 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on this 12th day of November, 1996. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann ----------------------- Richard J. Heckmann Chairman of the Board, Chief Executive Officer and President KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of United States Filter Corporation hereby constitutes and appoints Richard J. Heckmann and Damian C. Georgino, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, to sign one or more amendments to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended, including post-effective amendments and other related documents, and to file the same with the Securities and Exchange Commission under said Act, hereby granting power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated: Signature Capacity Date /s/ Richard J. Heckmann Chairman of the November 12, -------------------------- Board, Chief 1996 Richard J. Heckmann Executive Officer and President /s/ Kevin L. Spence Vice President and November 12, -------------------------- Chief Financial 1996 Kevin L. Spence Officer (Principal Accounting Officer) /s/ Michael J. Reardon Executive Vice November 12, -------------------------- President and a 1996 Michael J. Reardon Director /s/ Tim L. Traff Senior Vice November 12, -------------------------- President and a 1996 Tim L. Traff Director /s/ James E. Clark Director November 12, -------------------------- 1996 James E. Clark /s/ John L. Diederich Director November 12, -------------------------- 1996 John L. Diederich /s/ Robert S. Hillas Director November 12, -------------------------- 1996 Robert S. Hillas /s/ Arthur B. Laffer Director November 12, -------------------------- 1996 Arthur B. Laffer /s/ Alfred E. Osborne, Jr. Director November 12, -------------------------- 1996 Alfred E. Osborne, Jr. /s/ J. Danforth Quayle Director November 12, -------------------------- 1996 J. Danforth Quayle /s/ C. Howard Wilkins, Jr. Director November 12, -------------------------- 1996 C. Howard Wilkins, Jr. EXHIBIT INDEX Exhibit Sequential Page No. Description Number 4.1 Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K, dated June 28, 1996, for the year ended March 31, 1996 (File No. 1- 10728)). 5.1 Opinion of Damian C. Georgino, Esq., regarding the legality of the securities registered hereunder. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Price Waterhouse LLP. 23.3 Consent of Arthur Andersen LLP. 23.4 Consent of Damian C. Georgino, Esq. (included in the Opinion filed as Exhibit 5.1). EX-5 2 Exhibit 5.1 November 13, 1996 United States Filter Corporation 40-004 Cook Street Palm Desert, California 92211 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am general counsel of United States Filter Corporation (the "Company") and I have acted as counsel for the Company in connection with the preparation of the Form S-8 Registration Statement to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of an additional 1,125,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), which are to be offered from time to time to certain officers, employees and directors of the Company pursuant to the terms of the Company's 1991 Employee Stock Option Plan, as amended, and 1991 Directors Stock Option Plan, as amended (together, the "Plans"), and which may be sold by such officers, employees and directors from time to time hereafter. I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plans and such other documents as I have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized and reserved for issuance and, when issued upon exercise of options granted under the Plans and pursuant to the terms of the Plans, will be legally and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Damian C. Georgino, Esq. EX-23 3 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders of United States Filter Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-8 of United States Filter Corporation of our report dated June 7, 1996, except as to the acquisitions of Davis Water & Waste Industries, Inc. and Zimpro Environmental Inc., which are as of August 23, 1996 and May 31, 1996, respectively, the common stock split which is as of July 15, 1996, and note 20 which is as of October 7, 1996, relating to the consolidated balance sheets of United States Filter Corporation as of March 31, 1995 and 1996, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended March 31, 1996, which report appears in the Current Report on Form 8-K of United States Filter Corporation dated November 8, 1996. KPMG Peat Marwick LLP Orange County, California November 8, 1996 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders of United States Filter Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-8 of United States Filter Corporation of our report dated October 15, 1996, relating to the combined balance sheets of the Systems and Manufacturing Group of Wheelabrator Water Technologies Inc. as of December 31, 1994 and 1995 and the related combined statements of income and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the Current Report on Form 8-K of United States Filter Corporation dated November 8, 1996. KPMG Peat Marwick LLP Chicago, Illinois November 8, 1996 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS To the Board of Directors and Shareholders United Utilities PLC We consent to the incorporation by reference in the Registration Statement on Form S-8 of United States Filter Corporation of our report dated 16 October 1996 relating to the aggregated financial statements of the United Utilities PLC Process Division as of 31 March 1996 and 1995 and for each of the years in the two year period ended 31 March 1996, which report appears in the Current Report on Form 8-K of United States Filter Corporation dated November 8, 1996. KPMG Audit Plc Manchester, England 8 November 1996 EX-23 4 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of United States Filter Corporation of our report dated June 13, 1996 relating to the consolidated financial statements of Davis Water & Waste Industries, Inc. which appears in the Current Report on Form 8-K of United States Filter Corporation dated November 8, 1996. Price Waterhouse LLP Atlanta, Georgia November 8, 1996 EX-23 5 Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 8, 1996, relating to the balance sheet of WaterPro Supplies Corporation as of December 31, 1995 and the related statements of operations, stockholders' investment and cash flows for the period from April 7, 1995 to December 31, 1995, included in the United States Filter Corporation's Form 8-K dated November 8, 1996, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Minneapolis, Minnesota November 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----