<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)
Stock Option Agreements Under the
Liquipure Technologies, Inc.
(formerly Conventure Corporation)
1989 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 (2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 per share)..... 302 shares $2.02 (2) $610.04 $100
- --------------------------------------------------------------------------------------------------------------
</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 Employee Plan was calculated pursuant to Rule
457(h) using the price at which such options may be exercised.
<PAGE>
This Registration Statement is being filed to register an additional 302
shares of Common Stock of United States Filter Corporation (the "Company") as a
result of an administrative correction in the number of shares issuable pursuant
to the option agreements under the Liquipure Technologies, Inc. (formerly
Conventure Corporation) 1989 Stock Option Plan, which agreements were assumed by
the Company in connection with the Company's acquisition of Liquipure
Technologies, Inc.. The contents of the Company's Registration Statements on
Form S-8 filed with the Securities and Exchange Commission on August 4, 1994
(Registration No. 33-82424) are hereby incorporated herein by reference.
- 2 -
<PAGE>
PART II
Exhibits:
4.0) Liquipure Technologies, Inc. (formerly Conventure Corporation) 1989
Stock Option Plan. *
4.1) Form of Stock Option Agreement. *
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 5.0).
_______________________
* Filed with The Commission on August 4, 1994 as an Exhibit to the
Company's Registration Statement on Form S-8, Registration No. 33-82424
and incorporated by reference
- 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>
/S/ 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 reports 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 schedule 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 Liquipure Technologies, Inc. (formerly Conventure
Corporation) 1989 Stock Option Plan............................ n/a
4.1 Form of Stock Option Agreement................................. n/a
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>
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 302 shares of the Company's common stock
which have been or are to be offered from time to time pursuant to the option
agreements under the Liquipure Technologies, Inc. (formerly Conventure
Corporation) 1989 Stock Option Plan, which agreements were assumed by the
Company in connection with the Company's acquisition of Liquipure Technologies,
Inc.
I have examined the originals, certified copies or copies otherwise identified
to my satisfaction as being true copies of the Plan, the option agreements 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 302 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
DLB197/lrd
