-----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, U9JTXFoJ811MvsHMKihQs18j31ZFqh4aTKl3XWvCKLQgBiXL6aq0oSh+0oBjh+YB 731uPAwYkh6aDcW53w6eQA== 0000052466-97-000025.txt : 19970616 0000052466-97-000025.hdr.sgml : 19970616 ACCESSION NUMBER: 0000052466-97-000025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970613 EFFECTIVENESS DATE: 19970613 SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29135 FILM NUMBER: 97623521 BUSINESS ADDRESS: STREET 1: 65 GROVE ST CITY: WATERTOWN STATE: MA ZIP: 02172 BUSINESS PHONE: 6179262500 S-8 1 As filed with the Securities and Exchange Commission on June 13, 1997 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 1997 STOCK INCENTIVE 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) Total of Sequentially Numbered Pages: 13 Exhibit Index on Sequentially Numbered Page: 9 /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, 1,000,000 shs. $48.44 $48,440,000 $14,678.79 $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 1997 Stock Incentive 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 9, 1997, 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 Information to be Incorporated 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, 1996. (b) The quarterly report of the Company on Form 10-Q for the fiscal quarter ended March 31, 1997. (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. Information Required in this Registration Statement Item 4. Description of Securities. Not applicable. -3- /3 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 81,581 shares of Common Stock in the form of 80,000 presently exercisable stock options, 358 shares held in the Company's Section 401(k) Stock Savings Plan (based on December 31, 1996 plan data), and 1,223 shares of Common Stock granted under the Ionics 1994 Restricted Stock Plan. 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 $10,000,000 under Directors' and Officers' Liability and Company Reimbursement Policies. 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. 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. -4- /4 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). *4.5 Ionics, Incorporated 1994 Restricted Stock Plan (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). *4.6 Ionics, Incorporated 1997 Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). *4.7 Ionics, Incorporated 1986 Stock Option Plan for Non-Employee Directors, as amended through February 19, 1997 (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for year ended December 31, 1996). 5.0 Opinion re legality 5.1 Opinion of Stephen Korn, General Counsel 23.0 Consents of experts and counsel 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Stephen Korn, General Counsel (contained in Exhibit 5 hereto) 24.0 Power of Attorney __________________ *Incorporated herein by reference -5- /5 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 12th day of June, 1997. 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, President and Chief June 12, 1997 Arthur L. Goldstein Executive Officer (Principal Executive Officerj) and Director /s/Robert J. Halliday Vice President, Finance and June 12, 1997 Robert J. Halliday Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/Douglas R. Brown Director June 12, 1997 Douglas R. Brown /s/William L. Brown* Director June 12, 1997 William L. Brown /s/Arnaud de Vitry d'Avaucourt Director June 12, 1997 Arnaud de Vitry d'Avaucourt /s/William E. Katz Director June 12, 1997 William E. Katz /s/Robert B. Luick Director June 12, 1997 Robert B. Luick /s/John J. Shields Director June 12, 1997 John J. Shields /s/Carl S. Sloane Director June 12, 1997 Carl S. Sloane /s/Daniel I.C. Wang Director June 12, 1997 Daniel I.C. Wang /s/Mark S. Wrighton Director June 12, 1997 Mark S. Wrighton /s/Allen S. Wyett Director June 12, 1997 Allen S. Wyett *By: /s/Stephen Korn Stephen Korn Attorney-In-Fact
-8- /8 FORM S-8 IONICS, INCORPORATED 1997 STOCK INCENTIVE PLAN EXHIBIT INDEX
Sequentially Exhibit Numbered No. Description Pages 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). 4.5 Ionics, Incorporated 1994 Restricted Stock Plan (filed * as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994). 4.6 Ionics, Incorporated 1997 Stock Incentive Plan (filed as * Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 4.7 Ionics, Incorporated 1986 Stock Option Plan for * Non-Employee Directors, as amended through February 19, 1997 (filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for year ended December 31, 1996). 5.0 Opinion re legality 5.1 Opinion of Stephen Korn, General Counsel 10 23.0 Consents of experts and counsel 23.1 Consent of Coopers & Lybrand L.L.P. 12 23.2 Consent of Stephen Korn, General Counsel (contained in Exhibit 5 hereto) 24.0 Power of Attorney 13 __________________ *Incorporated herein by reference
-9- /9 EX-5 2 [LOGO] IONICS Address Mail To: ____________________ P.O. Box 9131 IONICS, INCORPORATED Watertown, Massachusetts 02272-9131 65 Grove Street Watertown, Massachusetts 02172-2882 Telephone: (617) 926-2500 Fax: (617) 926-4304 June 12, 1997 Ionics, Incorporated 65 Grove Street Watertown, MA 02172 Re: Registration Statement on Form S-8 relating to the Ionics, Incorporated 1997 Stock Incentive 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 1,000,000 shares of the Company's common stock, par value $1.00 per share (the "Shares"), reserved for issuance under the Ionics, Incorporated 1997 Stock Incentive 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. /10 -2- 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. 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. 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 /11 EX-23 3 [LOGO] COOPERS Coopers & Lybrand L.L.P. & LYBRAND a professional services firm Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Ionics, Incorporated on Form S-8 of our reports dated February 18, 1997 on our audits of the consolidated financial statements and the financial statement schedule of Ionics, Incorporated as of December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995, and 1994. /s/COOPERS & LYBRAND L.L.P. Boston, Massachusetts June 12, 1997 /12 EX-24 4 EXHIBIT 24 POWER OF ATTORNEY The undersigned Officers and Directors of Ionics, Incorporated hereby severally constitute Arthur L. Goldstein, Stephen Korn and each of them to sign for and in their names in the capacities indicated below, the Registration Statement on Form S-8 dated June 12, 1997, herewith filed with the Securities and Exchange Commission, and any and all amendments thereto, for the purpose of registering shares of Common Stock, par value $1 per share, of Ionics, Incorporated, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to said Registration Statement and any and all amendments to said Registration Statement. Witness our hands and common seal on the dates set forth below.
Signatures Title Date /s/Arthur L. Goldstein Chairman, President, June 12, 1997 Arthur L. Goldstein Chief Executive Officer (Principal Executive Officer) and Director /s/Douglas R. Brown Director June 12, 1997 Douglas R. Brown /s/William L. Brown Director June 12, 1997 William L. Brown /s/Arnaud de Vitry d'Avaucourt Director June 12, 1997 Arnaud de Vitry d'Avaucourt /s/William E. Katz Director June 12, 1997 William E. Katz /s/Robert B. Luick Director June 12, 1997 Robert B. Luick /s/John J. Shields Director June 12, 1997 John J. Shields /s/Carl S. Sloane Director June 12, 1997 Carl S. Sloane /s/Daniel I.C. Wang Director June 12, 1997 Daniel I.C. Wang /s/Mark S. Wrighton Director June 12, 1997 Mark S. Wrighton /s/Allen S. Wyett Director June 12, 1997 Allen S. Wyett
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