-----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, G3PzNM/1f87XGrnEuXKpivmZG7T/cjOqK/078sDW1CWzwH5t3CMRzaAu4i93fJFp 5jH9+klzbIHT3AyZAy1IJQ== 0000052466-01-500003.txt : 20010425 0000052466-01-500003.hdr.sgml : 20010425 ACCESSION NUMBER: 0000052466-01-500003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010418 ITEM INFORMATION: FILED AS OF DATE: 20010424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IONICS INC CENTRAL INDEX KEY: 0000052466 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042068530 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07211 FILM NUMBER: 1609613 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 8-K 1 patriotform8kapril2001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2001 -------------- IONICS, INCORPORATED ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS ---------------------------------------------- (State or other jurisdiction of incorporation) 1-7211 04-2068530 - ------------------------- -------------------- (Commission File Number) (IRS Employer Id. No.) 65 Grove Street, Watertown, Massachusetts 02472-2882 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 926-2510 -------------- Page 1 of 5 Pages Exhibit Index - Page 4 Item 5. Other Events. ------------ On April 18, 2001, Ionics, Incorporated, a Massachusetts corporation (the "Company"), sold 875,000 shares of its common stock, $1.00 par value, to Fidelity Management & Research Company, on behalf of funds and accounts managed by it. The shares were sold at a purchase price equal to $24.93 per share for an aggregate consideration of approximately $21.8 million. The shares were sold in a private placement in reliance on Rule 506 of Regulation D under the Securities Act of 1933. The Company intends to use the net proceeds of this private placement for working capital purposes In connection with this transaction, the Company has agreed to use its best efforts (i) to file within 30 days of the closing, a registration statement with the Securities and Exchange Commission covering the resale of the shares, and (ii) to cause the registration statement to become effective within 60 days after the registration statement is filed. Item 7. Financial Statements and Exhibits (c) Exhibits. -------- Exhibit No. Exhibit ----------- ------- 99 Press Release of Ionics, Incorporated dated April 20, 2001. Page 2 of 5 Pages SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IONICS, INCORPORATED Dated: April 24, 2001 By: /s/Stephen Korn ----------------------------- Stephen Korn Vice President and General Counsel Page 3 of 5 Pages Exhibit Index Page Number in Exhibit Sequentially Number Description Numbered Copy - ------ ----------- ------------- 99 Press Release of Ionics, Incorporated dated 5 April 20, 2001. Page 4 of 5 Pages Exhibit 99 IONICS ANNOUNCES $21.8 MILLION PRIVATE PLACEMENT Watertown, MA, April 20, 2001 . . . Ionics, Incorporated (NYSE - ION) announced today that it had sold 875,000 shares of its Common Stock to Fidelity Management & Research Company, on behalf of funds and accounts managed by it. The shares were sold at a price of $24.93 per share and the total proceeds to Ionics were approximately $21.8 million. Ionics has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of these shares. "We are pleased with the confidence shown in Ionics by Fidelity," said Arthur L. Goldstein, Ionics' Chairman and Chief Executive Officer. "The proceeds from the offering will be used for working capital purposes and will lessen the Company's use of short-term borrowings." These shares of Common Stock have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock. Ionics is a global separations technology company involved in the manufacture and sale of membranes, equipment and own and operate services for the purification, disinfection, concentration, treatment and analysis of water, wastewater and ultrapure water. Over a period of more than 50 years Ionics has built more desalination plants than any company in the world. Ionics has been a pioneer in purified water with its worldwide five-gallon brand, Aqua Cool(R) Pure Bottled Water. Safe-harbor statement under the Private Securities Litigation Reform Act of 1995: Forward-looking statements in this news release involve risk and uncertainty. The statements contained in this release which are not historical facts, including without limitation statements related to use of proceeds, are forward-looking statements. Important factors, including overall economic conditions, demand for Company products, raw material availability, availability of manufacturing capacity, technological and product development risks, competitors' actions, and other factors described in the Company's filings with the Securities and Exchange Commission could cause actual results to differ materially. # # # # # For more information, contact: Daniel M. Kuzmak, Vice President Theodore G. Papastavros, Vice President and Chief Financial Officer Strategic Planning Ionics, Incorporated Ionics, Incorporated Tel: (617) 926-2510 ext. 350 Tel: (617) 926-2510 ext. 221 dkuzmak@ionics.com tpapastavros@ionics.com Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----