<PAGE>
As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------------
WATERS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3668640
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
34 MAPLE STREET
MILFORD, MASSACHUSETTS 01757
TELEPHONE: 508-478-2000
(Address of Principal Executive Offices)
--------------------------------
WATERS CORPORATION 1996 LONG-TERM PERFORMANCE INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
--------------------------------
PHILIP S. TAYMOR
WATERS CORPORATION
35 MAPLE STREET
MILFORD, MASSACHUSETTS 01757
TELEPHONE: 508-478-2000
(Name and Address and Telephone Number of Agent For Service)
COPY TO:
VICTOR J. PACI, ESQ.
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
TELEPHONE: 617-951-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
Title of Securities to Amount to be Proposed Maximum Aggregate Offering Amount of
be Registered Registered (1) Price Per Share (2) Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value 4,000,000(3) $54.4375 $217,750,000 $60,534.50
$0.01 per share
</TABLE>
(1) An additional indeterminable number of shares are also being registered to
cover any adjustments required by anti-dilution provisions in the number
of shares issuable upon the exercise of options granted under the plan.
(2) Reflects the average of the high and low prices on the New York Stock
Exchange on June 24, 1999 pursuant to Rule 457(h).
(3) Reflects additional 2,000,000 shares reserved for issuance pursuant to the
1996 Long-Term Performance Incentive Plan adjusted to reflect the stock
dividend which was paid with respect to the Company's Common Stock on June
10, 1999.
<PAGE>
-2-
INCORPORATION BY REFERENCE
The contents of Waters Corporation's registration statement on Form
S-8, registration no. 333-08191, as filed with the Commission on July 16, 1996,
are hereby incorporated by reference.
EXHIBITS
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Registration Statement.
<PAGE>
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 Milford, State of Massachusetts, on June 28, 1999
WATERS CORPORATION
By: /S/ PHILIP S. TAYMOR
----------------------------------------
Name: Philip S. Taymor
Title: Senior Vice President,
Finance and Administration and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas A. Berthiaune and Philip S.
Taymor, and each of them, his true and lawful attorney-in-fact, each with full
power of substitution and revocation, for him and in his name, place and stead,
in any and all capacities (including his capacity as a director and/or officer
of Waters Corporation), to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities indicated on June 28, 1999.
<TABLE>
<CAPTION>
Signature Capacity
- -------------------------------------- ---------------------------------------------------------------------
<S> <C>
/s/ DOUGLAS A. BERTHIAUME President, Chief Executive Officer and Chairman of the
- -------------------------------------- Board of Directors
Douglas A. Berthiaume
/s/ PHILIP S. TAYMOR Senior Vice President, Finance and Administration and
- -------------------------------------- Chief Financial Officer (Principal Financial and Accounting
Philip S. Taymor Officer)
/s/ JOSHUA BEKENSTEIN Director
- --------------------------------------
Joshua Bekenstein
/s/ MICHAEL J. BERENDT Director
- --------------------------------------
Michael J. Berendt
/s/ PHILIP CALDWELL Director
- --------------------------------------
Philip Caldwell
/s/ EDWARD CONARD Director
- --------------------------------------
Edward Conard
/s/ THOMAS P. SALICE Director
- --------------------------------------
Thomas P. Salice
/s/ LAURIE H. GLIMCHER Director
- --------------------------------------
Laurie H. Glimcher
/s/ WILLIAM J. MILLER Director
- --------------------------------------
William J. Miller
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Sequentially Numbered Page
<S> <C> <C>
4.1 Waters Corporation 1996 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit A to
the Registrant's Proxy Statement dated
March 29, 1996
4.2 Waters Corporation 1996 Employee Stock Purchase Plan. Incorporated by reference to Exhibit B to
the Registrant's Proxy Statement dated
March 29, 1996
4.3 Waters Corporation 1996 Non-Employee Director Deferred Incorporated by referenced to Exhibit C to
Compensation Plan. the Registrant's Proxy Statement dated
March 29, 1996
4.4 Waters Corporation 1996 Non-Employee Director Stock Option Incorporated by reference to Exhibit D to
Plan. the Registrant's Proxy Statement dated
March 29, 1996
4.5 Amendment No. 1 to the 1996 Long-Term Performance Incentive Incorporated by Reference to Exhibit 10.31
Plan. to the Registrant's Annual Report on Form
10K dated March 31, 1999
5.1 Opinion of Bingham Dana LLP Page 1
23.1 Consent of PricewaterhouseCoopers LLP Page 3
23.2 Consent of Bingham Dana LLP (included in the opinion filed
as Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
<PAGE>
Exhibit 5.1
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 951-8000
June 28, 1999
Waters Corporation
34 Maple Street
Milford, Massachusetts 01757
Dear Sir or Madam:
We have acted as counsel for Waters Corporation., a Delaware
corporation (the "COMPANY"), in connection with the Company's Registration
Statement on Form S-8 expected to be filed with the Securities and Exchange
Commission on or about June 28, 1999 (the "REGISTRATION STATEMENT").
The Registration Statement effects the registration of 4,000,000 shares
of the common stock, $0.01 par value per share, of the Company (the "SHARES"),
which are to be issued by the Company pursuant to the Company's 1996 Long-Term
Performance Incentive Plan, as amended (the "PLAN").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies, certified or otherwise
identified or authenticated to our satisfaction, of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
We further assume, without investigation, that all options and
restricted stock awards with respect to the Shares have been or will be
granted in accordance with the terms of the Plan, that all Shares issued upon
exercise of options granted or to be granted pursuant to the Plan will be
issued in accordance with the terms of such Plan and that, prior to the
issuance of the Shares, the Company will receive consideration consisting of
either cash or services previously rendered and that such consideration will
have a value that is greater than or equal to the consideration specified by
the Company's Board of Directors for the issuance of such Shares, such value
to be at least equal to the par value of such Shares.
<PAGE>
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options or grant of
restricted stock awards pursuant to the Plan and against the payment of the
purchase price therefor, 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/ Bingham Dana LLP
BINGHAM DANA LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 22, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of Waters Corporation, which is incorporated by reference in Waters
Corporation's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
January 22, 1999 relating to the financial statement schedules, which appears
in such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 25, 1999
