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As filed with the Securities and Exchange Commission on November 7, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CUNO INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1159240
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
400 Research Parkway, Meriden, Connecticut 06450
(Address of Principal Executive Offices including Zip Code)
CUNO Incorporated 1996 Stock Incentive Plan,
CUNO Incorporated Non-Employee Directors' Stock Option Plan and
CUNO Incorporated Savings and Retirement Plan
(Full Title of Plans)
Paul J. Powers
Chief Executive Officer and Chairman of the Board
CUNO Incorporated
400 Research Parkway, Meriden, Connecticut 06450
(203) 237-5541
(Name, Address and Telephone Number of Agent for Service)
With a copy to:
Herbert S. Wander, P.C.
David J. Kaufman
Katten Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
(312) 902-5200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum
Title of securities Amount to be offering price Proposed maximum Amount of
to be registered registered(1)(2) per share(3) aggregate offering price(3) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per 1,400,000 shares See Footnote 3 below $22,847,429 $6,923
share, with associated preferred stock
purchase rights
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</TABLE>
(1) Includes an indeterminate number of shares of CUNO Incorporated Common Stock
that may be issuable by reason of stock splits, stock dividends or similar
transactions. 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 plans
described herein.
(2) Includes 200,000 shares under the CUNO Incorporated Non-Employee Directors'
Plan, 1,000,000 shares under the CUNO Incorporated 1996 Stock Incentive
Plan, and 200,000 shares under the CUNO Incorporated Savings and Retirement
Plan (401(k) Plan).
(3) The amounts are based upon the issuance of options for 380,646 shares of
CUNO Incorporated Common Stock at an average exercise price of $13.828, and
the average ($17.25) of the high and low sales prices of the Company's
Common Stock as reported on the National Association of Securities Dealers
Automated Quotations System on November 5, 1997, for the remaining 1,019,354
additional shares to be registered. Such amounts are used solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) and
457(h)(1) under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is currently included in
the prospectus for the CUNO Incorporated 1996 Stock Incentive Plan, the CUNO
Incorporated Non-Employee Directors' Stock Option Plan and the CUNO Incorporated
Savings and Retirement Plan (collectively, the "Plans"), and is not being filed
with or included in this Form S-8 in accordance with the rules and regulations
of the Securities and Exchange Commission (the "SEC").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the SEC by CUNO Incorporated
(the "Company") are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended October 31, 1996.
2. The Company's Registration Statement on Form S-1, File Number 333-
22447, in the form declared effective on April 24, 1997, as amended.
3. The Company's Quarterly Reports on Form 10-Q, as amended, for the
quarter ended January 31, 1997.
4. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 30, 1997 and July 31, 1997.
5. The description of the Company's Common Stock, par value $.001 per
share, with associated preferred stock purchase rights (the "Common
Stock"), contained in the Company's Registration Statement filed
pursuant to Section 12 of the Exchange Act, including any subsequent
amendment or any report filed for the purpose of updating such
description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedule of CUNO Incorporated
which appear in CUNO Incorporated's Annual Report (Form 10-K) for the year ended
October 31, 1996, have been audited by Ernst & Young LLP, independent auditors
as set forth in their report thereon included therein and is incorporated herein
by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Article XII of the Company's Amended and Restated Certificate of
Incorporation provides that the Company may indemnify its directors, officers
and employees to the fullest extent permitted by the
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Delaware General Corporation Law, such indemnification to be evidenced by an
indemnification agreement, except that the Company shall not be obligated to
indemnify any such person (i) with respect to proceedings, claims or actions
initiated or brought voluntarily by any such person and not by way of defense or
(ii) for any amounts paid in settlement of an action indemnified against by the
Company without the prior written consent of the Company. The Company also has
entered into indemnification agreements with each of the members of the board of
directors. These agreements may require the Company, among other things, to
indemnify such directors against certain liabilities that may arise by reason of
their status or service as directors, to advance expenses to them as they are
incurred, provided that they undertake to repay the amount advanced if it is
ultimately determined by a court that they are not entitled to indemnification,
and to obtain directors' liability insurance if available on reasonable terms.
In addition, Article XII of the Company's Amended and Restated Certificate
of Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for willful or negligent conduct in paying
dividends or repurchasing stock out of other than lawfully available funds or
(iv) for any transaction from which the director derives an improper personal
benefit.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
The Company maintains a directors' and officers' insurance policy which
entitles the Company to be reimbursed for certain indemnity payments it is
required or permitted to make to its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
4.1 Amended and Restated Certificate of Incorporation of the Company,
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form 10, File Number 000-21109 (the "Registration
Statement").
4.2 Amended and Restated By-laws of the Company, incorporated by reference
to Exhibit 3.2 to the Registration Statement.
4.3 CUNO Incorporated 1996 Stock Incentive Plan, incorporated by reference
to Exhibit 10.2 to the Registration Statement.
4.4 CUNO Incorporated Non-Employee Directors' Stock Option Plan,
incorporated by reference to Exhibit 10.1 to the Registration
Statement.
4.5 CUNO Incorporated Shareholder Rights Plan, incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement.
5 Opinion of Katten Muchin & Zavis as to the legality of the shares of
common stock being offered under the Plans.
23.1 Consent of Ernst & Young LLP, independent auditors.
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23.2 Consent of Katten Muchin & Zavis (contained in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
The Company received a favorable determination from the Internal Revenue
Service (the "IRS") regarding the CUNO Incorporated Savings and Retirement Plan,
as amended, and will make any adjustments required by the IRS to continue to
qualify such plan under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
1. The Company hereby undertakes:
(a) 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 (the "Securities Act");
(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;
(iii) To include any material information with respect to
the plan of distribution required to be but not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,
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unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Meriden, State of Connecticut, on this 25th day of
September, 1997.
CUNO Incorporated
By: /s/ PAUL J. POWERS
-----------------------
Paul J. Powers
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Paul J. Powers, Mark G. Kachur, and Ronald C. Drabik and, each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
revocation, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, 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 in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming each act that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 25, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------- -----------------------------------------------------------
<S> <C>
/s/ PAUL J. POWERS Chief Executive Officer and Chairman of the Board (Principal
- ---------------------- Executive Officer)
Paul J. Powers
/s/ MARK G. KACHUR President, Chief Operating Officer and Director
- ----------------------
Mark G. Kachur
/s/ RONALD C. DRABIK Senior Vice President, Chief Financial Officer, Secretary
- ---------------------- and Treasurer (Principal Accounting and Financial Officer)
Ronald C. Drabik
/s/ JOEL B. ALVORD Director
- ----------------------
Joel B. Alvord
/s/ CHARLES L. COONEY Director
- ----------------------
Charles L. Cooney
/s/ NORBERT A. FLOREK Director
- ----------------------
Norbert A. Florek
/s/ JOHN M. GALVIN Director
- ----------------------
John M. Galvin
/s/ GERALD C. McDONOUGH Director
- ----------------------
Gerald C. McDonough
/s/ C. EDWARD MIDGLEY Director
- ----------------------
C. Edward Midgley
/s/ DAVID L. SWIFT Director
- ----------------------
David L. Swift
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
Number Description Number
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<C> <S> <C>
5 Opinion of Katten Muchin & Zavis as to the legality of the shares of common stock
being offered under the Plans.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
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<PAGE>
EXHIBIT 5
KATTEN MUCHIN & ZAVIS
525 W. Monroe, Suite 1600
Chicago, Illinois 60661
November 5, 1997 (312) 902-5200
CUNO Incorporated
400 Research Parkway
Meriden, Connecticut 06450
Ladies and Gentlemen:
We have acted as counsel for CUNO Incorporated, a Delaware corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration for
sale under the Securities Act of 1933, as amended, of a total of 1,400,000
shares of the Company's common stock, $.001 par value (the "Common Stock"),
which may be issued pursuant to the CUNO Incorporated 1996 Stock Incentive Plan,
the CUNO Incorporated Non-Employee Directors' Stock Option Plan and the CUNO
Incorporated Savings and Retirement Plan (collectively referred to herein as the
"Plans").
In connection with this opinion, we have examined and relied upon originals
or copies of, certified or otherwise identified to our satisfaction, the
following:
1. The Registration Statement;
2. The Restated Certificate of Incorporation of the Company, as
amended;
3. The Restated By-Laws of the Company, as amended;
4. Resolutions duly adopted by the Board of Directors of the Company
relating to the adoption and amendment of the Plans;
5. The Plans;
6. Certificates of public officials, certificates of officers,
representatives and agents of the Company, and we have assumed
that all of the representations contained therein are accurate
and complete; and
7. Such other instruments, documents, statements and records of the
Company and others as we have deemed relevant and necessary to
examine and rely upon for the purpose of this opinion.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the genuineness
of all signatures, the authenticity
<PAGE>
CUNO Incorporated
November __, 1997
Page 2
of the documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
reproduced copies. We have further assumed that all natural persons involved in
the transactions contemplated by the Registration Statement (the "Offering")
have sufficient legal capacity to enter into and perform their respective
obligations and to carry out their roles in the Offering.
Based upon the foregoing, we are of the opinion that the 1,400,000 shares
of Common Stock issuable under the Plans, when issued and delivered by the
Company in accordance with the terms of the Plans, will be validly issued, fully
paid and nonassessable securities of the Company.
Our opinion expressed above is limited to the laws of the United States of
America and the General Corporation Law of the State of Delaware, and we do not
express any opinion herein concerning any other law. In addition, we express no
opinion herein concerning any statutes, ordinances, administrative decisions,
rules or regulations of any county, town, municipality or special political
subdivision (whether created or enabled through legislative action at the
federal, state or regional level). This opinion is given as of the date hereof
and we assume no obligation to advise you of changes that may hereafter be
brought to our attention. This opinion is solely for the information of the
addressee hereof and is not to be quoted in whole or in part or otherwise
referred to, nor is it to be filed with any governmental agency or any other
person without our prior written consent. In connection therewith, we hereby
consent to the use of this opinion for filing as Exhibit 5 to the Registration
Statement. No one other than the addressee hereof is entitled to rely on this
opinion. This opinion is rendered solely for the purposes of the Offering and
should not be relied upon for any other purpose.
Very truly yours,
/s/ Katten Muchin & Zavis
-------------------------
KATTEN MUCHIN & ZAVIS
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (Form S-8, number not yet
assigned) pertaining to the CUNO Incorporated 1996 Stock Incentive Plan, the
CUNO Incorporated Non-Employee Directors' Stock Option Plan and the CUNO
Incorporated Savings and Retirement Plan and to the incorporation by reference
therein of our report dated December 16, 1996, with respect to the consolidated
financial statements and schedule of CUNO Incorporated incorporated by reference
in its Annual Report (Form 10-K) for the year ended October 31, 1996, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Hartford, Connecticut
November 6, 1997
