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Registration No. 333-
As filed with the Securities and Exchange Commission on June 24, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WATERLINK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1788678
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
4100 HOLIDAY STREET, N.W.
SUITE 201
CANTON, OHIO 44718-2532
(Address of principal executive offices including zip code)
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EMPLOYEE STOCK PURCHASE PLAN OF WATERLINK, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF WATERLINK, INC.
WATERLINK, INC. AMENDED AND RESTATED 1995 STOCK OPTION PLAN
WATERLINK, INC. 1997 OMNIBUS INCENTIVE PLAN
(Full title of plans)
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Copy to:
CHET S. ROSS IRA C. KAPLAN, ESQ.
WATERLINK, INC. BENESCH, FRIEDLANDER,
4100 HOLIDAY STREET COPLAN & ARONOFF LLP
SUITE 201 2300 BP AMERICA BUILDING
CANTON, OHIO 44718-2532 CLEVELAND, OHIO 44114
(330) 649-4000 (216) 363-4500
(Name and address including zip code; and telephone number,
including area code, of agent of service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered(1) offering price per share(2) aggregate offering price(3) fee
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<S> <C> <C> <C> <C>
Common Stock, par 7,350,000 $.10-4.40 $18,543,025 $5750.58
value $.001 per share
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- ----------
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of
(a) the price at which existing options may be exercised or (b) the book
value of Common Stock computed as of March 31, 1997.
(3) The proposed maximum aggregate offering price is based on 100,000 shares at
$4.40 per share, 101,000 shares at $4.25 per share, 376,000 shares at $4.00
per share, 5,500 shares at $2.00 per share, 235,000 shares at $.10 per
share and 6,532,500 shares at $2.47 per share.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement; and 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 have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
document.
(a) The Company's Amended Registration Statement on Form S-1
filed May 23, 1997, Registration No. 333-25249 (the "Form S-1).
(b) The description of the Common Stock, $.001 par value per
share, of the Company (the "Common Stock") contained in the Company's
Registration Statement on Form 8-A, dated May 23, 1997.
For purposes of this Registration Statement, any statement contained in
a document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded 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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits the indemnification of the directors and officers of the Company. The
Amended and Restated By-laws
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of the Company provide that it will indemnify the officers, directors, employees
and agents of the Company to the extent permitted by the DGCL.
The Fifth Amended and Restated Certificate of Incorporation (the
"Certificate") of the Company provides for the indemnification of directors and
officers of the Company, and persons who serve or served at the request of the
Company as a director, officer, employee or agent of another corporation,
including service with respect to employee benefit plans, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties in amounts paid or to be paid in settlement) reasonably
incurred with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, provided, however, the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the Company's Board of Directors. In the event a claim for indemnification by
any person has not been paid in full by the Company after written request has
been received by the Company, the claimant may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim and, if successful
in whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. The right to indemnification conferred in the Company
Certificate is a contract right and shall include the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of its
final disposition. The Company maintains insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Company against any
such expense, liability or loss, whether or not the Company would have the power
to indemnify such person against such expense, liability or loss under state
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Pursuant to the Company's Amended and Restated 1995 Stock Option Plan,
the Company issued upon exercise of options an aggregate of 122,500 shares of
Common Stock to or for the benefit of certain of its officers and directors. The
restricted shares were originally issued pursuant to an exemption from
registration under Rule 701 of the Securities Act of 1933. The certificates
representing the shares of Common Stock bear a restrictive legend stating that
the shares are not registered under the Securities Act of 1933 and may not be
transferred absent the Company's filing a registration statement or
acknowledgment that a valid exemption from registration exists.
ITEM 8. EXHIBITS.
4.1 Form of Fifth Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference from Exhibit 3.1 to the Form S-1)
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4.2 Form of Amended and Restated By-laws of the Company (incorporated by
reference from Exhibit 3.2 to the Form S-1)
4.3 Form of Rights Agreement, dated as of May 23, 1997, between the Company
and American Stock Transfer & Trust Company (incorporated by reference
from Exhibit 4.1 to the Form S-1)
4.4 Amended and Restated Registration Rights Agreement, dated as of March
6, 1997, by and among the Company, Brantley Venture Partners III, L.P.,
Theodore F. Savastano, River Cities Capital Fund Limited Partnership,
IPP95, L.P., Environmental Opportunities Fund, L.P., Environmental
Opportunities Fund (Cayman), L.P., Brantley Capital Corporation and
National City Capital Corporation (incorporated by reference from
Exhibit 4.2 to the Form S-1)
4.5 Registration Rights Agreement, dated as of January 31, 1996, between
the Company and Mass Transfer Systems, Inc. (incorporated by reference
from Exhibit 4.3 to the Form S-1)
4.6 Registration Rights Agreement, dated as of April 26, 1996, between the
Company and Lawrence A. Schmid (incorporated by reference from Exhibit
4.4 to the Form S-1)
4.7 Registration Rights Agreement, dated as of September 30, 1996, between
the Company, Lawrence Stenger, Theresa Stenger, Ronald Jaworski,
Christine Jaworski, John Stenger, Dawn P. Stenger, Scott Stenger,
Kristie D. Stenger, Jorg Menningman, Michael Mudrick, Robert Young and
Gary Prae (incorporated by reference from Exhibit 4.5 to the Form S-1)
4.8 The Company's 1995 Stock Option Plan (incorporated by reference from
Exhibit 10.11 to the Form S-1)
4.9 The Company's 1997 Omnibus Incentive Plan (incorporated by reference
from Exhibit 10.14 to the Form S-1)
4.10 Employee Stock Purchase Plan of the Company (incorporated by reference
from Exhibit 10.24 to the Form S-1)
4.11 1997 Non-Employee Director Stock Option Plan of the Company
(incorporated by reference from Exhibit 10.25 to the Form S-1)
5 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP.
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23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young.
23.3 Consent of Ernst & Young AB.
23.4 Consent of Dennis D. Tysl & Company, Ltd.
23.5 Consent of Sink, Gillmore & Gordon LLP.
23.6 Consent of Plante & Moran, LLP.
23.7 Consent of Benesch, Friedlander, Coplan & Aronoff LLP (contained in its
opinion filed as Exhibit 5 hereto).
24.1 Powers of Attorney (set forth on page II-6).
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,
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 not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (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
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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.
(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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Canton, State of Ohio, on the 24th day of June,
1997.
WATERLINK, INC.
By: /s/ Chet S. Ross
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Chet S. Ross
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENCE, that each person whose signature
appears below constitutes and appoints Chet S. Ross and Michael J. Vantusko, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all 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 said 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 and
he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact, agent or their 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 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Theodore F. Savastano Chairman of the Board June 24, 1997
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Theodore F. Savastano
/s/ Chet S. Ross President, Chief Executive June 24, 1997
- ------------------------------ Officer and Director
Chet S. Ross (Principal Executive Officer)
</TABLE>
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<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Michael J. Vantusko Chief Financial Officer June 24, 1997
- ---------------------------- (Principal Financial and
Michael J. Vantusko Accounting Officer)
/s/ Robert P. Pinkas Director June 24, 1997
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Robert P. Pinkas
/s/ John R. Miller Director June 24, 1997
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John R. Miller
/s/ Rollin S. Reiter Director June 24, 1997
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Rollin S. Reiter
/s/ Paul M. Sutton Director June 24, 1997
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Paul M. Sutton
</TABLE>
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT DESCRIPTION PAGE NO.
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4.1 Form of Fifth Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference from Exhibit 3.1 to the Form S-1)
4.2 Form of Amended and Restated By-laws of the Company (incorporated by
reference from Exhibit 3.2 to the Form S-1)
4.3 Form of Rights Agreement, dated as of May 23, 1997, between the Company
and American Stock Transfer & Trust Company (incorporated by reference
from Exhibit 4.1 to the Form S-1)
4.4 Amended and Restated Registration rights Agreement, dated as of March
6, 1997, by and among the Company, Brantley Venture Partners III, L.P.,
Theodore F. Savastano, River Cities Capital Fund Limited Partnership,
IPP95, L.P., Environmental Opportunities Fund, L.P., Environmental
Opportunities Fund (Cayman), L.P., Brantley Capital Corporation and
National City Capital Corporation (incorporated by reference from
Exhibit 4.2 to the Form S-1)
4.5 Registration Rights Agreement, dated as of January 31, 1996, between
the Company and Mass Transfer Systems, Inc. (incorporated by reference
from Exhibit 4.3 to the Form S-1)
4.6 Registration Rights Agreement, dated as of April 26, 1996, between the
Company and Lawrence A. Schmid (incorporated by reference from Exhibit
4.4 to the Form S-1)
4.7 Registration Rights Agreement, dated as of September 30, 1996, between
the Company, Lawrence Stenger, Theresa Stenger, Ronald Jaworski,
Christine Jaworski, John Stenger, Dawn P. Stenger, Scott Stenger,
Kristie D. Stenger, Jorg Menningman, Michael Mudrick, Robert Young and
Gary Prae (incorporated by reference from Exhibit 4.5 to the Form S-1)
4.8 The Company's 1995 Stock Option Plan (incorporated by reference from
Exhibit 10.11 to the Form S-1)
4.9 The Company's 1997 Omnibus Incentive Plan (incorporated by reference
from Exhibit 10.14 to the Form S-1)
</TABLE>
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<TABLE>
<S> <C> <C>
4.10 Employee Stock Purchase Plan of the Company (incorporated by reference
from Exhibit 10.24 to the Form S-1)
4.11 1997 Non-Employee Director Stock Option Plan of the Company
(incorporated by reference from Exhibit 10.25 to the Form S-1)
5 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young.
23.3 Consent of Ernst & Young AB.
23.4 Consent of Dennis D. Tysl & Company, Ltd.
23.5 Consent of Sink, Gillmore & Gordon LLP.
23.6 Consent of Plante & Moran, LLP.
23.7 Consent of Benesch, Friedlander, Coplan & Aronoff LLP (contained in its
opinion filed as Exhibit 5 hereto).
24.1 Powers of Attorney (set forth on page II-6).
</TABLE>
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[BENESCH FRIEDLANDER COPLAN & ARONOFF LLP LETTERHEAD]
Exhibit 5
June 24, 1997
Waterlink, Inc.
4100 Holiday Street N.W.
Suite 201
Canton, OH 44178-2532
Ladies and Gentlemen:
Waterlink, Inc., a Delaware corporation (the "Company") intends to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, a registration statement on Form S-8 (the "Registration Statement")
with respect to 7,350,000 shares of its common stock, $.001 par value per
share (the "Common Stock") to be issued from time to time pursuant to the
Company's Employee Stock Purchase Plan, 1997 Non-Employee Director Stock Option
Plan, Amended and Restated 1995 Stock Option Plan and the 1997 Omnibus
Incentive Plan (collectively, the "Benefit Plans" and individually, a
"Benefit Plan").
You have requested our opinion in connection with the Company's filing
of the Registration Statement. We have examined and relied on originals or
copies, certified or otherwise identified to our satisfaction as being true
copies, of all such records of the Company, all such agreements, certificates of
officers of the Company and others, and such other documents, certificates and
corporate or other records as we have deemed necessary as a basis for the
opinion expressed in this letter, including, without limitation, the Company's
Fifth Amended and Restated Certificate of Incorporation, as amended, and the
Registration Statement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the General Corporation Law of the
State of Delaware.
On the basis of and in reliance on the foregoing, we are of the opinion
that the shares of the Common Stock to be issued pursuant to the Benefit Plans,
when and if issued in accordance with the terms of each Benefit Plan,
respectively, will be legally issued, fully paid and nonassessable.
The opinion in this letter is rendered only to the Company in
connection with the
<PAGE> 2
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BENESCH FRIEDLANDER COPLAN & ARONOFF LLP
- ----------------------------------------
Registration Statement. We consent to the filing of this letter as an exhibit to
the Registration Statement. The opinion may not be relied upon by the Company
for any other purpose, or relied upon by any other person, firm or entity for
any purpose. This letter may not be paraphrased, quoted or summarized, nor may
it be duplicated or reproduced in part.
Very truly yours,
/s/ Benesch, Freidlander, Coplan & Aronoff LLP
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
2
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Waterlink, Inc.; 1997
Non-Employee Director Stock Option Plan of Waterlink, Inc.; Waterlink, Inc.
Amended and Restated 1995 Stock Option Plan, and the Waterlink, Inc. 1997
Omnibus Incentive Plan of (i) our report dated November 27, 1996 (except Notes 2
and 5, as to which the date is March 5, 1997), with respect to the consolidated
financial statements of Waterlink, Inc.; (ii) our report dated February 28, 1997
with respect to the financial statements of Mass Transfer Systems, Inc.; and
(iii) our report dated March 7, 1997 with respect to the consolidated financial
statements of Water Equipment Technologies, Inc. included in Amendment No. 1 to
the Registration Statement (Form S-1 No. 333-25249), filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Canton, Ohio
June 23, 1997
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Waterlink, Inc.; 1997
Non-Employee Director Stock Option Plan of Waterlink, Inc.; Waterlink, Inc.
Amended and Restated 1995 Stock Option Plan, and the Waterlink, Inc. 1997
Omnibus Incentive Plan of our report dated October 25, 1996 (except Note 9(b),
as to which the date is April 15, 1997) with respect to the consolidated
financial statements of Bioclear Technology, Inc. included in Amendment No. 1
to the Registration Statement (Form S-1 No. 333-25249) of Waterlink, Inc., filed
with the Securities and Exchange Commission.
ERNST & YOUNG
Chartered Accountants
Winnipeg, Canada,
June 23, 1997
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Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Waterlink, Inc.; 1997
Non-Employee Director Stock Option Plan of Waterlink, Inc.; Waterlink, Inc.
Amended and Restated 1995 Stock Option Plan, and the Waterlink, Inc. 1997
Omnibus Incentive Plan of our report dated May 12, 1997 with respect to the
combined financial statements of Nordic Water Products Group included in
Amendment No. 1 to the Registration Statement (Form S-1 No. 333-25249) of
Waterlink, Inc., filed with the Securities and Exchange Commission.
ERNST & YOUNG AB
Torbjorn Hanson
Stockholm, Sweden
June 23, 1997
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Exhibit 23.4
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Waterlink, Inc.; 1997
Non-Employee Director Stock Option Plan of Waterlink, Inc.; Waterlink, Inc.
Amended and Restated 1995 Stock Option Plan, and the Waterlink, Inc. 1997
Omnibus Incentive Plan of our report dated February 23, 1997 with respect to the
financial statements of Great Lakes Environmental, Inc. included in Amendment
No. 1 to the Registration Statement (Form S-1 No. 333-25249) of Waterlink, Inc.,
filed with the Securities and Exchange Commission.
Dennis D. Tysl & Company, Ltd.
Palatine, Illinois
June 23, 1997
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Exhibit 23.5
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Waterlink, Inc.; 1997
Non-Employee Director Stock Option Plan of Waterlink, Inc.; Waterlink, Inc.
Amended and Restated 1995 Stock Option Plan, and the Waterlink, Inc. 1997
Omnibus Incentive Plan of our report dated April 3, 1997 with respect to the
combined financial statements of Aero-Mod, Inc. and Affiliates included in
Amendment No. 1 to the Registration Statement (Form S-1 No. 333-25249) of
Waterlink, Inc., filed with the Securities and Exchange Commission.
Sink, Gillmore & Gordon LLP
James L. Gordon, C.P.A.
Manhattan, Kansas
June 23, 1997
<PAGE> 1
Exhibit 23.6
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of Waterlink, Inc.; 1997
Non-Employee Director Stock Option Plan of Waterlink, Inc.; Waterlink, Inc.
Amended and Restated 1995 Stock Option Plan, and the Waterlink, Inc. 1997
Omnibus Incentive Plan of our report dated March 18, 1997 with respect to the
financial statements of Lanco Environmental Products, Inc. included in Amendment
No. 1 to the Registration Statement (Form S-1 No. 333-25249) of Waterlink, Inc.,
filed with the Securities and Exchange Commission.
Plante & Moran LLP
Grand Rapids, Michigan
June 24, 1997
