-----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, Lumri3BIit1hWfuNcNtDiydv0jVI8CQ04smxQKNy9X1CvL9N/mtgMVylrygKzbrT kQBJ/DhlgzkeUiZune1HAw== 0000898431-99-000104.txt : 19990628 0000898431-99-000104.hdr.sgml : 19990628 ACCESSION NUMBER: 0000898431-99-000104 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990625 EFFECTIVENESS DATE: 19990625 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 POS SEC ACT: SEC FILE NUMBER: 333-67423 FILM NUMBER: 99652594 BUSINESS ADDRESS: STREET 1: 40-004 COOK ST CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 7603400098 MAIL ADDRESS: STREET 1: 40-004 COOK STREET CITY: PALM DESERT STATE: CA ZIP: 92211 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 POS 1 FORM S-8 POS As filed with the Securities and Exchange Commission on June 25, 1999 Registration No. 333-67423 ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 of (I.R.S. Employer Idnetification No.) incorportaion or organization) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (Address of principal executive offices) (Zip Code) 1991 EMPLOYEE STOCK OPTION PLAN (Full title of the plan) STEPHEN P. STANCZAK EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY UNITED STATES FILTER CORPORATION 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (Name and address of agent for service) (760) 340-0098 (Telephone number, including area code, of agent for service) ------------------- Copy to: JANICE C. HARTMAN KIRKPATRICK & LOCKHART LLP 1500 OLIVER BUILDING PITTSBURGH, PENNSYLVANIA 15222 (412) 355-6500 EXPLANATORY NOTE Pursuant to a Registration Statement on Form S-8 (Registration No. 333-67423) (the "Registration Statement"), United States Filter Corporation, a Delaware corporation (the "Registrant"), offered for sale 2,500,000 shares of its common stock, par value $.01 per share (the "Common Stock"). The Registrant hereby amends the Registration Statement by filing this Post-Effective Amendment No. 1. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus contained in the Registration Statement also relates to the Registration Statement Nos. (1) 33-49382; (2) 33-56744; (3) 33-73542; (4) 33-89662; (5) 33-63285 and (6) 333-16083, previously filed by the Registrant on Form S-8 and declared effective on July 8, 1992, December 31, 1992, December 27, 1993, February 22, 1995, October 10, 1995 and November 13, 1996, respectively. On April 29, 1999, pursuant to an Agreement and Plan of Merger, dated as of March 22, 1999, EAU Acquisition Corp., a Delaware corporation and a subsidiary of Vivendi, a societe anonyme organized under the laws of France (the "Parent"), merged (the "Merger") with and into the Registrant, with the Registrant surviving as a wholly-owned subsidiary of the Parent. As a result of the Merger, the offering described in the Registration Statement has been terminated. This Post-Effective Amendment is being filed solely to remove from registration 2,500,000 shares of Common Stock offered under the Registration Statement which remained unsold at the termination of the offering. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 3 Reg. No. 333-67423 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on June 24, 1999. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann --------------------------- Richard J. Heckmann Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been signed by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY DATE Chairman of the Board and /s/ Richard J. Heckmann Chief Executive Officer June 24, 1999 - ----------------------- (Principal Executive Officer) Richard J. Heckmann and a Director Executive Vice President and /s/ Kevin L. Spence Chief Financial Officer June 24, 1999 - ----------------------- (Principal Financial Officer) Kevin L. Spence Vice President, Controller /s/ James W. Dierker and Treasurer (Principal June 24, 1999 - ----------------------- Accounting Officer) James W. Dierker Director - ---------------------- Daniel Caille Director * June 24, 1999 - ---------------------- Arthur B. Laffer 4 Reg. No. 333-67423 Director - ---------------------- Eric Licoys Director * June 24, 1999 - ---------------------- Jean Marie Messier Director * June 24, 1999 - ---------------------- Alfred E. Osborne, Jr. Director - ---------------------- Henri Proglio * By: /s/ Richard J. Heckmann ---------------------- June 24, 1999 Richard J. Heckmann Attorney in Fact 5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 6 EX-24 2 EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY Know all persons by these presents, that the undersigned hereby constitutes and appoints Richard J. Heckmann and Kevin L. Spence, and each of them, the undersigned's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the following Registration Statements, including post-effective amendments, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission: o Registration Statement on Form S-8 (No. 33-49382) o Registration Statement on Form S-8 (No. 33-56744) o Registration Statement on Form S-8 (No. 33-63285) o Registration Statement on Form S-8 (No. 33-63287) o Registration Statement on Form S-8 (No. 33-73542) o Registration Statement on Form S-8 (No. 33-82424) o Registration Statement on Form S-8 (No. 33-89662) o Registration Statement on Form S-8 (No. 333-16069) o Registration Statement on Form S-8 (No. 333-16083) o Registration Statement on Form S-8 (No. 333-30783) o Registration Statement on Form S-8 (No. 333-45955) o Registration Statement on Form S-8 (No. 333-67423) o Registration Statement on Form S-8 (No. 333-67283) o Registration Statement on Form S-8 (No. 333-67285) o Registration Statement on Form S-8 (No. 333-67289) o Registration Statement on Form S-4 (No. 333-39711) o Registration Statement on Form S-4 (No. 333-52717) o Registration Statement on Form S-3 (No. 33-58141) o Registration Statement on Form S-3 (No. 33-63263) o Registration Statement on Form S-3 (No. 33-63325) o Registration Statement on Form S-3 (No. 33-85026) o Registration Statement on Form S-3 (No. 333-07757) o Registration Statement on Form S-3 (No. 333-18889) o Registration Statement on Form S-3 (No. 333-19489) o Registration Statement on Form S-3 (No. 333-20753) o Registration Statement on Form S-3 (No. 333-22395) o Registration Statement on Form S-3 (No. 333-24465) o Registration Statement on Form S-3 (No. 333-45981) 7 The undersigned hereby grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully 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, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of June, 1999. /s/ Jean-Marie Messier ---------------------- Jean-Marie Messier 8 -----END PRIVACY-ENHANCED MESSAGE-----