-----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, GjSH/k1EUe3oDIg3UnL64a/L4HGgLMXv5Dw6Xk44CLybuN6HRMDMTISmbkHh0L3H 2D/jJWK/kVvZw8uH7vNw8w== 0000950137-01-503307.txt : 20010827 0000950137-01-503307.hdr.sgml : 20010827 ACCESSION NUMBER: 0000950137-01-503307 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010824 EFFECTIVENESS DATE: 20010824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSMONICS INC CENTRAL INDEX KEY: 0000075049 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 410955759 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68244 FILM NUMBER: 1722244 BUSINESS ADDRESS: STREET 1: 5951 CLEARWATER DR CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129332277 MAIL ADDRESS: STREET 1: 5951 CLEARWATER DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 S-8 1 c64728s-8.txt REGISTRATION STATEMENT 1 ================================================================================ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2001 REGISTRATION NO. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OSMONICS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) MINNESOTA ------------------------ (State of incorporation) 41-0955759 --------------------------------- (IRS Employer Identification No.) 5951 CLEARWATER DRIVE MINNETONKA, MN 55343 ---------------------------------------- (Address of principal executive offices) 1995 EMPLOYEE STOCK PURCHASE PLAN OSMONICS, INC. PROFIT SHARING PLAN TRUST AGREEMENT -------------------------------------------------- (Full title of plan) D. DEAN SPATZ CHIEF EXECUTIVE OFFICER OSMONICS, INC. 5951 CLEARWATER DRIVE MINNETONKA, MN 55343 --------------------------------------- (Name and address of agent for service) (952) 933-2277 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) Copies to: DOUGLAS T. HOLOD, ESQ. DENNIS R. WEIRENS, ESQ. MASLON EDELMAN BORMAN & BRAND, LLP 3300 WELLS FARGO CENTER MINNEAPOLIS, MN 55402-4140 (612) 672-8200 CALCULATION OF REGISTRATION FEE
======================================================================================================================= TITLE OF SECURITIES TO BE REGISTERED PROPOSED MAXIMUM OFFERING PROPOSED AGGREGATE FEE AMOUNT TO BE PRICE PER OFFERING PRICE (1) REGISTERED (1) SHARE ----------------------------------------------------------------------------------------------------------------------- Common Stock ($.01 par value per share) 400,000 $12.68 $5,072,000 $1,268.00 under the 1995 Employee Stock Purchase Shares Plan ----------------------------------------------------------------------------------------------------------------------- Common Stock ($.01 par value per share) 200,000 $12.68 $2,536,000 $634.00 under the Osmonics, Inc. Profit Sharing Shares Plan Trust Agreement =======================================================================================================================
(1) Estimated solely for purposes of computing the registration fee in accordance with Rule 457(h) and based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on August 23, 2001. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC on March 30, 2001; (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended June 30, 2001, filed on August 10, 2001; (c) The description of the Company's Common Stock included under the caption "Securities to be Registered" in the Company's registration statement on Form 8-A, as filed on December 16, 1993, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant 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 indicating that all securities offered have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company is governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, and fines, including without limitation excise taxes assessed against such person with respect to an employee-benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee-benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. 2 3 ITEM 8. EXHIBITS. 5. Opinion of Maslon Edelman Borman & Brand, LLP; 10(D). 1995 Employee Stock Purchase Plan. (Incorporated herein by reference to the Registrant's Proxy Statement dated April 9, 2001); 23(a). Consent of Deloitte & Touche LLP; 23(b). Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5); and 24. Power of Attorney (contained on signature page.) ITEM 9. UNDERTAKINGS. 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, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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; (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; and (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. 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 3 4 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. 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 in connection 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. 4 5 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 City of Minnetonka, State of Minnesota, as of August 23, 2001. OSMONICS, INC. By: /s/ D. Dean Spatz ------------------------------------- Name: D. Dean Spatz Title: Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Osmonics, Inc. hereby severally constitute D. Dean Spatz as our true and lawful attorney with full power to him to sign for us and in our names, in the capacities indicated below, the registration statement filed herewith and any amendments to said registration statement, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Osmonics, Inc. to comply with the provisions of the Securities Act of 1933 as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons in the capacities and as of the date indicated.
NAME TITLE DATE ---- ----- ----- /s/ D. Dean Spatz Chairman of the Board and Chief Executive August 23, 2001 - ---------------------------------------- Officer (Principal Executive Officer) D. Dean Spatz /s/ Keith B. Robinson Chief Financial Officer (Principal August 23, 2001 - ---------------------------------------- Financial and Accounting Officer) Keith B. Robinson /s/ Ruth Carol Spatz Director August 23, 2001 - ---------------------------------------- Ruth Carol Spatz /s/ Michael L. Snow Director August 23, 2001 - ---------------------------------------- Michael L. Snow /s/ Ralph E. Crump Director August 23, 2001 - ---------------------------------------- Ralph E. Crump /s/ William Eykamp Director August 23, 2001 - ---------------------------------------- William Eykamp /s/ Charles W. Palmer Director August 23, 2001 - ---------------------------------------- Charles W. Palmer /s/ Charles M. Brennan Director August 23, 2001 - ---------------------------------------- Charles M. Brennan
5 6 EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 5. Opinion of Maslon Edelman Borman & Brand, LLP; 10(D). 1995 Employee Stock Purchase Plan. (Incorporated herein by reference to the Registrant's Proxy Statement dated April 9, 2001); 23(a). Consent of Deloitte & Touche LLP; 23(b). Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5); and 24. Power of Attorney (contained on signature page.)
6 EX-5 3 c64728ex5.txt OPINION OF MASLON EDELMAN BORMAN & BRAND, LLP 1 EXHIBIT 5 August 23, 2001 Osmonics, Inc. 5951 Clearwater Drive Minnetonka, MN 55343 Re: Registration Statement on Form S-8 Dear Ladies and Gentlemen: We have acted on behalf of Osmonics, Inc. (the "Company") in connection with the registration statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission relating to an aggregate of 600,000 shares of the Company's common stock, par value $0.01 per share (the "Shares"), pursuant to the terms of the Company's 1995 Employee Stock Purchase Plan and the Osmonics, Inc. Profit Sharing Plan Trust Agreement (the "Plans"). Upon the inspection of such corporate records and documents that we have deemed necessary or advisable for the purposes hereof, it is our opinion that: 1. The Company is a validly existing corporation in good standing under the laws of the State of Minnesota; and 2. The Shares, when issued and paid for as contemplated by the Plans, and when delivered against payment therefor as contemplated by the Plans, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ MASLON EDELMAN BORMAN & BRAND, LLP EX-23.(A) 4 c64728ex23-a.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23(A) CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 23, 2001 included in Osmonics, Inc.'s Form 10-K for the fiscal year ended December 31, 2000 and to all references to our firm included in this registration statement. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota August 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----