-----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, HnYBZWIPvty/OYFSsm5zCzUK4CGKgFf73vpj4UTviQSI6+DtXmpTFyRSKHtVjul7 vHJ/sn4S/rNo1UuvtIH2CQ== 0000950109-95-004104.txt : 19951011 0000950109-95-004104.hdr.sgml : 19951011 ACCESSION NUMBER: 0000950109-95-004104 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951010 EFFECTIVENESS DATE: 19951029 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: 033-63285 FILM NUMBER: 95579303 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 FORM S-8 As filed with the Securities and Exchange Commission on October 10, 1995 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 10549 ----------------------- 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 incorporation or organization) Identification No.) 73-710 Fred Waring Drive Palm Desert, California 92260 (Address of principal executive offices) 1991 Employee Stock Option Plan (Full title of the plan) Damian C. Georgino, Esq. Vice President, General Counsel & Secretary United States Filter Corporation 73-710 Fred Waring Drive Palm Desert, California 92260 (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 Maximum Title of securities Amount to be Offering price aggregate offering Amount of to be registered registered (1) per share price registration fee - ----------------------------------------------------------------------------------------------------- Common Stock ($.01 per share)...... 150,000 shares $ 15.0625 (2) $ 2,259,375.00 Common Stock ($.01 per share)...... 15,000 shares $ 15.9375 (2) $ 239,062.50 Common Stock ($.01 per share)...... 10,000 shares $ 21.2500 (2) $ 212,500.00 Common Stock ($.01 per share)...... 575,000 shares (3) $ 23.1875 (4) $13,332,812.00 -------------- ------------- Total 750,000 shares $16,379,749.50 $5,649.00 - -----------------------------------------------------------------------------------------------------
(1) Plus, in accordance with Rule 416, such indeterminate number of additional shares as may become issuable pursuant to anti-dilution provisions of the plan. (2) The registration fee for shares of Common Stock issuable upon exercise of outstanding options under the plan was calculated pursuant to Rule 457(h) using the price at which such options may be exercised. (3) Issuable upon grant under the plan. (4) Estimated pursuant to Rule 457(c) for the purpose of calculating the registration fee based on the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on October 5, 1995. This Registration Statement is being filed to register an additional 750,000 shares of Common Stock of United States Filter Corporation (the "Company") as a result of an increase of 750,000 shares in the number of shares issuable under the Company's 1991 Employee Stock Option Plan. The contents of the Company's Registration Statements on Form S-8 filed with the Securities and Exchange Commission on July 8, 1992, December 31, 1992, December 23, 1993 and February 22, 1995 (Registration No. 33-49382, Registration No. 33-56744, Registration No. 33-73542 and Registration No. 33-89662, respectively) are hereby incorporated herein by reference. - 2 - PART II Exhibits: 4.0) United States Filter Corporation 1991 Employee Stock Option Plan, as amended, (filed with the Commission July 8, 1992 as Exhibit 4.2 to the Company's Registration Statement on Form S-8, Reg. No. 33-49382 and incorporated by reference). 4.1) Second Amendment to United States Filter Corporation 1991 Employee Stock Option Plan (filed with the Commission December 31, 1992 as Exhibit 4 to the Company's Registration Statement on Form S-8, Reg. No. 33-56744 and incorporated by reference). 4.2) Third, Fourth and Fifth Amendments to United States Filter Corporation 1991 Employee Stock Option Plan (filed with the Commission December 23, 1993 as Exhibits 4.1, 4.2 and 4.3 to the Company's Registration Statement on form S-8, Reg. No. 33-73542 and incorporated by reference). 4.4) Sixth Amendment dated June 9, 1994 to United States Filter Corporation 1991 Employee Stock Option Plan (filed with the Commission February 22, 1995 as Exhibit 4.4 to the Company's Registration Statement on Form S-8, Reg. No. 33-89662 and incorporated by reference). 4.5) Seventh Amendment dated November 7, 1994 to United States Filter Corporation 1991 Employee Stock Option Plan. 4.6) Eighth Amendment dated June 9, 1995 to United States Filter Corporation 1991 Employee Stock Option Plan. 5.0) Opinion of Donald L. Bergmann, Esq. regarding the legality of the securities registered hereunder. 23.1) Consent of KPMG Peat Marwick LLP (included on signature page). 23.2) Consent of Donald L. Bergmann, Esq. (included in Exhibit 5). 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 October 6, 1995. UNITED STATES FILTER CORPORATION By: /s/ RICHARD J. HECKMANN ______________________________________ Richard J. Heckmann President and Chief Executive Officer KNOW BY 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, 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 hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the following Power of Attorney have been signed by the following persons in the capacities and on the date indicated:
Signature Title Date --------- ----- ---- RICHARD J. HECKMANN __________________________ Chairman of the Board, President October 6, 1995 Richard J. Heckmann and Chief Executive Officer /s/ KEVIN L. SPENCE __________________________ Chief Financial Officer October 6, 1995 Kevin L. Spence (Principal Accounting Officer)
4
Signature Title Date --------- ----- ---- /S/ Michael J. Reardon __________________________ Director October 6, 1995 MICHAEL J. REARDON /S/ TIM L. TRAFF __________________________ Director October 6, 1995 Tim L. Traff /S/ JAMES R. BULLOCK __________________________ Director October 6, 1995 James R. Bullock /S/ JAMES E. CLARK __________________________ Director October 6, 1995 James E. Clark /S/ JOHN L. DIEDERICH __________________________ Director October 6, 1995 John L. Diederich /S/ J. ATWOOD IVES __________________________ Director October 6, 1995 J. Atwood Ives /S/ ARTHUR B. LAFFER __________________________ Director October 6, 1995 Arthur B. Laffer /S/ ALFRED E. OSBORNE, JR. __________________________ Director October 6, 1995 Alfred E. Osborne, Jr. /S/ C. HOWARD WILKINS, JR. __________________________ Director October 6, 1995 C. Howard Wilkins, Jr.
5 Accountants' Consent -------------------- To the Board of Directors and Shareholders United States Filter Corporation: We consent to incorporation by reference in the Registration Statement on Form S-8 of United States Filter Corporation of our report dated June 1, 1995 relating to the consolidated balance sheets of United States Filter Corporation as of March 31, 1994 and 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows and related schedules for each of the years in the three-year period ended March 31, 1995, which report appears in the March 31, 1995 annual report on Form 10-K of United States Filter Corporation. KPMG Peat Marwick LLP Orange County, California October 6, 1995 6 EXHIBIT INDEX
Exhibit Sequential Number Exhibit Description Page Number - ------ ------------------- ----------- 4.0 United States Filter Corporation 1991 Employee Stock Option Plan, as amended. (filed with the Commission July 1992 as Exhibits 4.2 and 4.3 to the Company's Registration Statement on Form S-8, Reg. No. 33-49382 and incorporated by reference)................................. n/a 4.1 Second Amendment to United States Filter Corporation 1991 Employee Stock Option Plan................................ n/a 4.2 Third, Fourth and Fifth Amendments to United States Filter Corporation 1991 Employee Stock Option Plan............. n/a 4.4 Sixth Amendment dated June 9, 1994 to United States Filter Corporation 1991 Employee Stock Option Plan............. n/a 4.5 Seventh Amendment dated November 7, 1994 to United States Filter Corporation 1991 Employee Stock Option Plan...... 4.6 Eighth Amendment dated June 9, 1995 to United States Filter Corporation 1991 Employee Stock Option Plan...... 5.0 Opinion of Donald L. Bergmann regarding the legality of the securities registered...................................... 23.1 Consent of KPMG Peat Marwick LLP (included on signature page)................................... n/a 23.2 Consent of Donald L. Bergmann (included in Exhibit 5).......... n/a
EX-4.5 2 EXHIBIT 4.5 Exhibit 4.5 SEVENTH AMENDMENT TO UNITED STATES FILTER CORPORATION 1991 EMPLOYEE STOCK OPTION PLAN WHEREAS, United States Filter Corporation (the "Company") has established the United States Filter 1991 Employee Stock Option Plan (the "Plan"); WHEREAS, Section 12 of the Plan authorizes the Company's Board of Directors to amend the Plan, except in certain respects not herein applicable; WHEREAS, as a result of the Company's three-for-two split of its common stock in the form of a stock dividend payable on December 5, 1994, it is appropriate to amend the Plan to increase the number of shares authorized for option grants under the Plan and to adjust the annual limit on option grants to any individual; and WHEREAS, the Plan was last amended June 9, 1994. NOW THEREFORE, the Plan is amended, effective December 5, 1994, as follows: I. Amend Section 3 by substituting "150,000 shares" for "100,000 shares" II. Amend Section 4 by substituting "1,837,500 shares" for "1,225,000 shares". II. In all other respects, the Plan shall continue in full force and effect. Dated: As of November 7, 1994 United States Filter Corporation By: /s/ Donald L. Bergmann --------------------------- Donald L. Bergmann EX-4.6 3 EXHIBIT 4.6 EXHIBIT 4.6 EIGHTH AMENDMENT TO UNITED STATES FILTER CORPORATION 1991 EMPLOYEE STOCK OPTION PLAN WHEREAS, United States Filter Corporation (the "Company") has established the United States Filter 1991 Employee Stock Option Plan (the "Plan"); WHEREAS, Section 12 of the Plan authorizes the Company's Board of Directors to amend the Plan, except in certain respects not herein applicable; WHEREAS, it is desired to amend the Plan to increase the number of shares authorized for option grants under the Plan; and WHEREAS, the Plan was last amended November 7, 1994. NOW THEREFORE, the Plan is amended as follows: I. Amend Section 4 by substituting "2,587,500 shares" for "1,837,500 shares"; II. In all other respects, the Plan shall continue in full force and effect. Dated: As of June 9, 1995 United States Filter Corporation By: /s/ Donald L. Bergmann --------------------------- Donald L. Bergmann EX-5 4 EXHIBIT 5 October 6, 1995 Exhibit 5.0 United States Filter Corporation 73-710 Fred Waring Drive Palm Desert, CA 92260 Gentlemen: I am Deputy 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 750,000 shares of the Company's common stock which have been or are to be offered from time to time to certain officers and employees pursuant to the terms of the United States Filter Corporation 1991 Employee Stock Option Plan, as amended, and which may be sold by such individuals 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 Plan 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 above referenced 750,000 shares have been duly and validly authorized and reserved for issuance and, when issued upon exercise of options granted under the above referenced Plan and pursuant to the terms thereof, will be legally and validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the Form S-8 Registration Statement. Very truly yours, /s/ DONALD L. BERGMANN Donald L. Bergmann -----END PRIVACY-ENHANCED MESSAGE-----