<PAGE>
As filed with the Securities and Exchange Commission on October 10, 1995
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0266015
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
73-710 Fred Waring Drive
Palm Desert, California 92260
(Address of principal executive offices)
1991 Employee Stock Option Plan
(Full title of the plan)
Damian C. Georgino, Esq.
Vice President, General Counsel & Secretary
United States Filter Corporation
73-710 Fred Waring Drive
Palm Desert, California 92260
(Name and address of agent for service)
(619) 340-0098
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of securities Amount to be Offering price aggregate offering Amount of
to be registered registered (1) per share price registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 per share)...... 150,000 shares $ 15.0625 (2) $ 2,259,375.00
Common Stock
($.01 per share)...... 15,000 shares $ 15.9375 (2) $ 239,062.50
Common Stock
($.01 per share)...... 10,000 shares $ 21.2500 (2) $ 212,500.00
Common Stock
($.01 per share)...... 575,000 shares (3) $ 23.1875 (4) $13,332,812.00
-------------- -------------
Total 750,000 shares $16,379,749.50 $5,649.00
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus, in accordance with Rule 416, such indeterminate number of additional
shares as may become issuable pursuant to anti-dilution provisions of the
plan.
(2) The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the plan was calculated pursuant to Rule
457(h) using the price at which such options may be exercised.
(3) Issuable upon grant under the plan.
(4) Estimated pursuant to Rule 457(c) for the purpose of calculating the
registration fee based on the average of the high and low sale prices of
the Common Stock on the New York Stock Exchange on October 5, 1995.
<PAGE>
This Registration Statement is being filed to register an additional
750,000 shares of Common Stock of United States Filter Corporation (the
"Company") as a result of an increase of 750,000 shares in the number of shares
issuable under the Company's 1991 Employee Stock Option Plan. The contents of
the Company's Registration Statements on Form S-8 filed with the Securities and
Exchange Commission on July 8, 1992, December 31, 1992, December 23, 1993 and
February 22, 1995 (Registration No. 33-49382, Registration No. 33-56744,
Registration No. 33-73542 and Registration No. 33-89662, respectively) are
hereby incorporated herein by reference.
- 2 -
<PAGE>
PART II
Exhibits:
4.0) United States Filter Corporation 1991 Employee Stock Option Plan, as
amended, (filed with the Commission July 8, 1992 as Exhibit 4.2 to
the Company's Registration Statement on Form S-8, Reg. No. 33-49382
and incorporated by reference).
4.1) Second Amendment to United States Filter Corporation 1991 Employee
Stock Option Plan (filed with the Commission December 31, 1992 as
Exhibit 4 to the Company's Registration Statement on Form S-8, Reg.
No. 33-56744 and incorporated by reference).
4.2) Third, Fourth and Fifth Amendments to United States Filter
Corporation 1991 Employee Stock Option Plan (filed with the
Commission December 23, 1993 as Exhibits 4.1, 4.2 and 4.3 to the
Company's Registration Statement on form S-8, Reg. No. 33-73542 and
incorporated by reference).
4.4) Sixth Amendment dated June 9, 1994 to United States Filter
Corporation 1991 Employee Stock Option Plan (filed with the
Commission February 22, 1995 as Exhibit 4.4 to the Company's
Registration Statement on Form S-8, Reg. No. 33-89662 and
incorporated by reference).
4.5) Seventh Amendment dated November 7, 1994 to United States Filter
Corporation 1991 Employee Stock Option Plan.
4.6) Eighth Amendment dated June 9, 1995 to United States Filter
Corporation 1991 Employee Stock Option Plan.
5.0) Opinion of Donald L. Bergmann, Esq. regarding the legality of the
securities registered hereunder.
23.1) Consent of KPMG Peat Marwick LLP (included on signature page).
23.2) Consent of Donald L. Bergmann, Esq. (included in Exhibit 5).
3
<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 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 Palm Desert, State of California, on October 6, 1995.
UNITED STATES FILTER CORPORATION
By: /s/ RICHARD J. HECKMANN
______________________________________
Richard J. Heckmann
President and Chief Executive Officer
KNOW BY ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of United States Filter Corporation hereby constitutes and appoints
Richard J. Heckmann and Damian C. Georgino, and each of them, his true and
lawful attorneys-in-fact- and agents, for him and in his name, place and stead,
in any and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act of 1933, including post-effective
amendments and other related documents, and to file the same with the Securities
and Exchange Commission under said Act, hereby granting power and authority to
do and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents 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 the following Power of Attorney have been signed by
the following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
RICHARD J. HECKMANN
__________________________ Chairman of the Board, President October 6, 1995
Richard J. Heckmann and Chief Executive Officer
/s/ KEVIN L. SPENCE
__________________________ Chief Financial Officer October 6, 1995
Kevin L. Spence (Principal Accounting Officer)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ Michael J. Reardon
__________________________ Director October 6, 1995
MICHAEL J. REARDON
/S/ TIM L. TRAFF
__________________________ Director October 6, 1995
Tim L. Traff
/S/ JAMES R. BULLOCK
__________________________ Director October 6, 1995
James R. Bullock
/S/ JAMES E. CLARK
__________________________ Director October 6, 1995
James E. Clark
/S/ JOHN L. DIEDERICH
__________________________ Director October 6, 1995
John L. Diederich
/S/ J. ATWOOD IVES
__________________________ Director October 6, 1995
J. Atwood Ives
/S/ ARTHUR B. LAFFER
__________________________ Director October 6, 1995
Arthur B. Laffer
/S/ ALFRED E. OSBORNE, JR.
__________________________ Director October 6, 1995
Alfred E. Osborne, Jr.
/S/ C. HOWARD WILKINS, JR.
__________________________ Director October 6, 1995
C. Howard Wilkins, Jr.
</TABLE>
5
<PAGE>
Accountants' Consent
--------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of United States Filter Corporation of our report dated June 1, 1995
relating to the consolidated balance sheets of United States Filter Corporation
as of March 31, 1994 and 1995, and the related consolidated statements of
operations, shareholders' equity, and cash flows and related schedules for each
of the years in the three-year period ended March 31, 1995, which report appears
in the March 31, 1995 annual report on Form 10-K of United States Filter
Corporation.
KPMG Peat Marwick LLP
Orange County, California
October 6, 1995
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibit Description Page Number
- ------ ------------------- -----------
<S> <C> <C>
4.0 United States Filter Corporation 1991 Employee Stock
Option Plan, as amended. (filed with the Commission
July 1992 as Exhibits 4.2 and 4.3 to the Company's
Registration Statement on Form S-8, Reg. No. 33-49382
and incorporated by reference)................................. n/a
4.1 Second Amendment to United States Filter Corporation
1991 Employee Stock Option Plan................................ n/a
4.2 Third, Fourth and Fifth Amendments to United States
Filter Corporation 1991 Employee Stock Option Plan............. n/a
4.4 Sixth Amendment dated June 9, 1994 to United States
Filter Corporation 1991 Employee Stock Option Plan............. n/a
4.5 Seventh Amendment dated November 7, 1994 to United
States Filter Corporation 1991 Employee Stock Option Plan......
4.6 Eighth Amendment dated June 9, 1995 to United
States Filter Corporation 1991 Employee Stock Option Plan......
5.0 Opinion of Donald L. Bergmann regarding the legality of
the securities registered......................................
23.1 Consent of KPMG Peat Marwick LLP
(included on signature page)................................... n/a
23.2 Consent of Donald L. Bergmann (included in Exhibit 5).......... n/a
</TABLE>
<PAGE>
Exhibit 4.5
SEVENTH AMENDMENT
TO
UNITED STATES FILTER CORPORATION
1991 EMPLOYEE STOCK OPTION PLAN
WHEREAS, United States Filter Corporation (the "Company") has established
the United States Filter 1991 Employee Stock Option Plan (the "Plan");
WHEREAS, Section 12 of the Plan authorizes the Company's Board of Directors
to amend the Plan, except in certain respects not herein applicable;
WHEREAS, as a result of the Company's three-for-two split of its common
stock in the form of a stock dividend payable on December 5, 1994, it is
appropriate to amend the Plan to increase the number of shares authorized for
option grants under the Plan and to adjust the annual limit on option grants to
any individual; and
WHEREAS, the Plan was last amended June 9, 1994.
NOW THEREFORE, the Plan is amended, effective December 5, 1994, as follows:
I. Amend Section 3 by substituting "150,000 shares" for "100,000 shares"
II. Amend Section 4 by substituting "1,837,500 shares" for "1,225,000
shares".
II. In all other respects, the Plan shall continue in full force and
effect.
Dated: As of November 7, 1994
United States Filter Corporation
By: /s/ Donald L. Bergmann
---------------------------
Donald L. Bergmann
<PAGE>
EXHIBIT 4.6
EIGHTH AMENDMENT
TO
UNITED STATES FILTER CORPORATION
1991 EMPLOYEE STOCK OPTION PLAN
WHEREAS, United States Filter Corporation (the "Company") has established
the United States Filter 1991 Employee Stock Option Plan (the "Plan");
WHEREAS, Section 12 of the Plan authorizes the Company's Board of Directors
to amend the Plan, except in certain respects not herein applicable;
WHEREAS, it is desired to amend the Plan to increase the number of shares
authorized for option grants under the Plan; and
WHEREAS, the Plan was last amended November 7, 1994.
NOW THEREFORE, the Plan is amended as follows:
I. Amend Section 4 by substituting "2,587,500 shares" for "1,837,500
shares";
II. In all other respects, the Plan shall continue in full force and
effect.
Dated: As of June 9, 1995
United States Filter Corporation
By: /s/ Donald L. Bergmann
---------------------------
Donald L. Bergmann
<PAGE>
October 6, 1995
Exhibit 5.0
United States Filter Corporation
73-710 Fred Waring Drive
Palm Desert, CA 92260
Gentlemen:
I am Deputy General Counsel of United States Filter Corporation (the "Company")
and I have acted as counsel for the Company in connection with the preparation
of the Form S-8 Registration Statement to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of an additional 750,000 shares of the Company's common
stock which have been or are to be offered from time to time to certain officers
and employees pursuant to the terms of the United States Filter Corporation 1991
Employee Stock Option Plan, as amended, and which may be sold by such
individuals from time to time hereafter.
I have examined the originals, certified copies or copies otherwise identified
to my satisfaction as being true copies of the Plan and such other documents as
I have deemed necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the above referenced 750,000
shares have been duly and validly authorized and reserved for issuance and, when
issued upon exercise of options granted under the above referenced Plan and
pursuant to the terms thereof, will be legally and validly issued, fully paid
and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the Form S-8
Registration Statement.
Very truly yours,
/s/ DONALD L. BERGMANN
Donald L. Bergmann
