-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CZ0h2w2bI4WsKju4lY+TdjT3WwDPhNV8Hxd4mhtyTeArTOa93i1oqjBpixrPh1sr KXnCnf2p0Chb77btilubpQ== 0000052466-94-000019.txt : 19940629 0000052466-94-000019.hdr.sgml : 19940629 ACCESSION NUMBER: 0000052466-94-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940624 EFFECTIVENESS DATE: 19940713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IONICS INC CENTRAL INDEX KEY: 0000052466 STANDARD INDUSTRIAL CLASSIFICATION: 3559 IRS NUMBER: 042068530 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54293 FILM NUMBER: 94535635 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 S-8 1 S-8 FILING As filed with the Securities and Exchange Commission on June 24, 1994 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________________ IONICS, INCORPORATED (Exact name of registrant as specified in its charter) Massachusetts 04-2068530 (State or other jurisdic- (I.R.S. Employer tion of incorporation Identification No.) or organization) 65 Grove Street Watertown, Massachusetts 02172 (Address of Principal Executive Offices) (Zip Code) _____________________________ IONICS, INCORPORATED 1979 STOCK OPTION PLAN (Full title of the plan) _____________________________ Stephen Korn Vice President and General Counsel Ionics, Incorporated 65 Grove Street Watertown, Massachusetts 02172 (617) 926-2500 (Name, address and telephone number, including area code, of agent for service) /1
CALCULATION OF REGISTRATION FEE ___________________________________________________________________ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered(1) per share(2) price(2) fee(3) ___________________________________________________________________ Common Stock, 325,000 shs. $44.625 $14,503,125 $5,001.08 $1.00 par value ___________________________________________________________________ (1) This Registration Statement also covers such indeterminable number of additional shares of Common Stock as may become deliverable as a result of future adjustments in accordance with the terms of the Ionics, Incorporated 1979 Stock Option Plan. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average of the high and low prices of the Common Stock of Ionics, Incorporated (the "Company) on June 22, 1994, on the New York Stock Exchange. (3) Pursuant to Section 6(b). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This Registration Statement will become effective automatically upon the date of filing, pursuant to the provisions of Section 8 of the Securities Act of 1933 and Rule 462 enacted thereunder, or such other day as the Commission acting pursuant to said Section 8 may determine. __________________________________________________________________ The approximate date of proposed sale to the public and cross reference sheet called for by Items 501(a) and (b) of Regulation S-K are not applicable and have been omitted.
-2- /2 PART I Pursuant to Part I of Form S-8, the information required by Item 1, Plan Information, and Item 2, Registrant Information and Employee Plan Annual Information, of Form S-8 has not been filed as part of this Registration Statement. PART II Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference: (a) The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1993. (b) The Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 1994. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934 pursuant to Section 12 thereof. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement. -3- /3 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters in connection with the offering of the shares of Common Stock of the Company are being passed upon for the Company by Stephen Korn, Vice President, General Counsel and Clerk of the Company. Mr. Korn is the beneficial owner of 12,400 shares of Common Stock in the form of presently exercisable stock options, and 26 shares held in the Company's Section 401(k) Stock Savings Plan (based on March 31, 1994 401(k) plan data). Item 6. Indemnification of Directors and Officers. The Company is permitted by Massachusetts law and required by its By-laws to indemnify any director or officer or former director or officer against all expenses and liabilities reasonably incurred by him in connection with any legal action in which such person is involved by reason of his position with the Company unless he shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Company. Such indemnification shall include payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action, or defending a civil or criminal action or proceeding, upon the Company's receipt of the undertaking of the person indemnified to repay such payment if such person shall be adjudicated not entitled to such indemnification. Directors and officers are also insured up to an aggregate amount of $5,000,000 under a Directors' and Officers' Liability and Company Reimbursement Policy. The Company's Restated Articles of Organization include a provision limiting the personal liability of a director of the Company to its stockholders for monetary damages for breaches of their fiduciary duty to the extent permitted by the Massachusetts Business Corporation Law. -4- /4 See Item 9(c) for a statement concerning indemnification for liabilities under the Securities Act of 1933. Item 7. Exemption for Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description 4.0 Instruments defining the rights of security holders, including indentures *4.1 Rights Agreement, dated as of December 22, 1987, as amended and restated as of August 22, 1989, between the Company and The First National Bank of Boston (filed as Exhibit 1 to the Company's Current Report on Form 8-K dated August 30, 1989). *4.2 Indenture, dated as of December 22, 1987, between the company and The First National Bank of Boston, relating to Rights Agreement (filed as Exhibit 2 to the Company's Current Report on Form 8-K dated December 22, 1987). *4.3 Form of Common Stock Certificate (filed as Exhibit 4.10 to the Company's registration statement on Form S-2, No. 33-38290, filed on December 18, 1990). *4.4 Ionics, Incorporated 1979 Stock Option Plan, as amended through February 17, 1994 (filed as Exhibit 10.1 to the Company's annual report on Form 10-K for the year ended December 31, 1993). 5.0 Opinion re legality 5.1 Opinion of Stephen Korn, General Counsel 24.0 Consents of experts and counsel __________________ *Incorporated herein by reference -5- /5 Exhibit No. Description 24.1 Consent of Coopers & Lybrand 24.2 Consent of Stephen Korn, General Counsel (contained in Exhibit 5 hereto) 25.0 Power of attorney Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. -6- /6 (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person connected with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 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 Town of Watertown and Commonwealth of Massachusetts on the 24th day of June, 1994. IONICS, INCORPORATED By: /s/ Arthur L. Goldstein Arthur L. Goldstein, Chairman of the Board, President and Chief Executive Officer -7- /7 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/Arthur L. Goldstein Chairman of the Board, June 24, 1994 Arthur L. Goldstein President and Chief Executive Officer (Principal Executive Officer) /s/Robert J. Halliday Vice President, June 24, 1994 Robert J. Halliday Finance and Accounting and Chief Financial Officer (Principal Financial and Accounting Officer) -8- /8 Signature Title Date /s/Arthur L. Goldstein Director, Chairman of June 24, 1994 Arthur L. Goldstein the Board of Directors /s/William L. Brown Director June 24, 1994 William L. Brown /s/Arnaud de Vitry d'Avaucourt Director June 24, 1994 Arnaud de Vitry d'Avaucourt /s/Lawrence E. Fouraker Director June 24, 1994 Lawrence E. Fouraker /s/Samuel A. Goldblith Director June 24, 1994 Samuel A. Goldblith /s/Kachig Kachadurian Director June 24, 1994 Kachig Kachadurian /s/William E. Katz Director June 24, 1994 William E. Katz /s/Robert B.Luick Director June 24, 1994 Robert B. Luick /s/John J. Shields Director June 24, 1994 John J. Shields /s/Mark S. Wrighton Director June 24, 1994 Mark S. Wrighton /s/Allen S. Wyett Director June 24, 1994 Allen S. Wyett By Attorney-In-Fact -9- /9 FORM S-8 IONICS, INCORPORATED 1979 STOCK OPTION PLAN EXHIBIT INDEX Exhibit No. Description 4.0 Instruments defining the rights of security holders, including indentures *4.1 Rights, Agreement, dated as of December 22, 1987, as amended and restated as of August 22, 1989, between the Company and The First National Bank of Boston (filed as Exhibit 1 to the Company's Current Report on Form 8-K dated August 30, 1989). *4.2 Indenture, dated as of December 22, 1987, between the Company and The First National Bank of Boston, relating to Rights Agreement (filed as Exhibit 2 to the Company's Current Report on Form 8-K dated December 22, 1987). *4.3 Form of Common Stock Certificate (filed as Exhibit 4.10 to the Company's registration statement on Form S-2, No. 33-38290, filed on December 18, 1990). *4.4 Ionics, Incorporated 1979 Stock Option Plan, as amended through February 17, 1994 (filed as Exhibit 10.1 to the Company's annual report on Form 10-K for the year ended December 31, 1993). 5.0 Opinion re legality 5.1 Opinion of Stephen Korn, Esquire 24.0 Consents of experts and counsel 24.1 Consent of Coopers & Lybrand 24.2 Consent of Stephen Korn, General Counsel (contained in Exhibit 5 hereto) 25.0 Power of attorney __________________ *Incorporated herein by reference -10- /10 EX-5 2 EXHIBIT 5 LEGAL OPINION LETTER Exhibit 5 June 24, 1994 Ionics, Incorporated 65 Grove Street Watertown, MA 02172 Re: Registration Statement on Form S-8 relating to the Ionics, Incorporated 1979 Stock Option Plan Gentlemen: As General Counsel for Ionics, Incorporated, a Massachusetts corporation (the "Company"), I am familiar with its corporate affairs. In particular, I have acted as counsel for the Company in connection with the registration of 325,000 shares of the Company's common stock, par value $1.00 per share (the "Shares"), reserved for issuance under the Ionics, Incorporated 1979 Stock Option Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended and the conduct of certain corporate proceedings relating thereto. As such counsel, I have examined and am familiar with the Registration Statement, certain corporate records of the Company, including its Restated Articles of Organization, as amended, its By-laws, minutes of meetings of its Board of Directors and stockholders, and such other documents, instruments and certificates of government officials as I have deemed necessary as a basis for the opinions herein expressed. In my examination described in the preceding paragraph, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the corresponding originals of all documents submitted to me as copies, the authenticity of the originals of such copies, and the accuracy and completeness of all corporate records. I have made such examination of Massachusetts law as I have deemed relevant for purposes of this opinion, but have not made any review of the laws of any other state or jurisdiction. Accordingly, this opinion is limited to Massachusetts law. /11 -2- Based upon and subject to the foregoing, I am of the opinion that the Shares to be issued by the Company from time to time pursuant to the Plan will be duly authorized, validly issued, fully paid and non-assessable. Furthermore, the stock options or performance units granted or to be granted from time to time by the Company under the Plan are or will be, as the case may be, legally authorized and issued options and performance units for the purchase of Common Stock in accordance with their terms. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in Item 5, Interests of Named Experts and Counsel, in the Registration Statement. This opinion is being furnished to you solely for the foregoing use and, other than in connection with such use, is not to be disseminated, reproduced or published in any form, used for any other purpose or relied upon by any other person or entity without my prior written consent. Very truly yours, /s/Stephen Korn Stephen Korn General Counsel /12 EX-23 3 EXHIBIT 23 CONSENT OF ACCOUNTANTS Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 22, 1994 on our audits of the consolidated financial statements and financial statement schedules of Ionics, Incorporated as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993, which reports are included in or incorporated by reference in the 1993 Annual Report on Form 10-K of Ionics, Incorporated. COOPERS & LYBRAND Boston, Massachusetts June 23, 1994 /13 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY Exhibit 25 POWER OF ATTORNEY Each person whose signature appears below hereby severally appoints Arthur L. Goldstein and Stephen Korn and each of them his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 herewith filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, for the purpose of registering shares of Common Stock, par value $1.00 per share, of Ionics, Incorporated, granting unto said attorney-in-fact and agent, and each to them, full power and authority to do and perform each and every act and thing fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. WITNESS our hands and common seal on the dates set forth below. Signature Title Date /s/Arthur L. Goldstein Chairman of the Board, June 24, 1994 Arthur L. Goldstein President and Chief Executive Officer /s/William L. Brown Director June 24, 1994 William L. Brown /s/Arnaud de Vitry d'Avaucourt Director June 24, 1994 Arnaud de Vitry d'Avaucourt /s/Lawrence E. Fouraker Director June 24, 1994 Lawrence E. Fouraker /s/Samuel A. Goldblith Director June 24, 1994 Samuel A. Goldblith /s/Kachig Kachadurian Director June 24, 1994 Kachig Kachadurian /s/William E. Katz Director June 24, 1994 William E. Katz /s/Robert B. Luick Director June 24, 1994 Robert B. Luick /s/John J. Shields Director June 24, 1994 John J. Shields /s/Mark S. Wrighton Director June 24, 1994 Mark S. Wrighton /s/Allen S. Wyett Director June 24, 1994 Allen S. Wyett /14 -----END PRIVACY-ENHANCED MESSAGE-----