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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
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UNITED STATES FILTER CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0266015
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40-004 Cook Street
Palm Desert, California 92211
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(Address of principal executive offices) (Zip Code)
STOCK OPTION AGREEMENTS UNDER THE
USG HOLDING CORPORATION 1994 STOCK INCENTIVE PLAN
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(Full title of the plan)
Damian C. Georgino, Esq.
Vice President, General Counsel & Secretary
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
(Name and address of agent for service)
(619) 340-0098
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
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Common stock, $385,927.51 $117
par value $.01
per share
A Options 102,764 shares $3.31
B Options 9,211 shares $4.97
(1) Based upon the exercise price of the options in respect of
which the shares may be issued, in accordance with Rule
457(h).
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EXPLANATORY NOTE
On October 25, 1996, pursuant to an Agreement and Plan
of Merger, dated as of September 6, 1996 (the "Merger
Agreement"), U.S. Filter/USG Acquisition Corp. ("Acquisition"), a
wholly owned subsidiary of United States Filter Corporation (the
"Registrant"), was merged with and into USG Holding Corporation
("USG") and USG thereby became a wholly owned subsidiary of the
Registrant (the "Merger"). As provided in the Merger Agreement,
as of the effective date of the Merger, each option to purchase
one share of common stock of USG then outstanding under the stock
option agreements (the "Stock Option Agreements") executed
pursuant to the USG Holding Corporation 1994 Stock Incentive Plan
(the "Outstanding Options") was converted into an option to
purchase 0.302 shares of the Registrant's Common Stock. Pursuant
to the Merger Agreement, USG and the Registrant have taken such
actions as are necessary such that USG common stock is no longer
issuable with respect to the Outstanding Options. Instead, the
Registrant's Common Stock will be issuable in the amounts and at
the prices determined in accordance with the Merger Agreement.
This Registration Statement relates to the 111,975 shares of the
Registrant's Common Stock that are issuable with respect to the
Outstanding Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Securities Act") or
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference into this Registration
Statement: (i) the Company's Annual Report on Form 10-K for the
year ended March 31, 1996, (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996; (iii) the
Company's Current Reports on Form 8-K dated May 31, 1996 (as
amended on Form 8-K/A dated June 28, 1996), June 10, 1996, June
27, 1996, July 15, 1996 (two such Current Reports), August 23,
1996, September 6, 1996, November 8, 1996 and November 13, 1996;
and (iv) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as the same may be
amended.
All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, after the date of this Registration Statement,
but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document
with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by
any document which constitutes part of the prospectus relating to
the Stock Option Agreements meeting the requirements of Section
10(a) of the Securities Act.
Item 4. Description of Securities.
The class of securities to be offered under this
Registration Statement is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this
Registration Statement relates has been passed upon for the
Registrant by Damian C. Georgino, Vice President, General Counsel
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and Secretary. Mr. Georgino is paid a salary by the Registrant,
participates in the benefit plans of the Registrant, and
beneficially owns shares of Common Stock, including
presently exercisable options.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and the By-laws of the
Registrant provide for the indemnification of directors and
officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware, the state of
incorporation of the Registrant.
Section 145 of the General Corporation Law of the State
of Delaware authorizes indemnification when a person is made a
party or is threatened to be made a party to any proceeding by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was
serving as a director, officer, employee or agent of another
enterprise, at the request of the corporation, and if such person
acted in good faith and in a manner reasonably believed by him or
her to be in, or not opposed to, the best interests of the
corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or
her conduct was unlawful. If it is determined that the conduct
of such person meets these standards, he or she may be
indemnified for expenses incurred (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such
proceeding.
If such a proceeding is brought by or in the right of
the corporation (i.e., a derivative suit), such person may be
indemnified against expenses actually and reasonably incurred if
he or she acted in good faith and in a manner reasonably believed
by him or her to be in, or not opposed to, the best interests of
the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to
the corporation; however, a court may, even in such case, allow
such information to such person for such expenses as the court
deems proper.
Where such person is successful in any such proceeding,
he or she is entitled to be indemnified against expenses actually
and reasonably incurred by him or her. In all other cases,
indemnification is made by the corporation upon determination by
it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Registrant maintains an errors and omissions
liability policy for the benefit of its officers and directors,
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which may cover certain liabilities of such individuals to the
Registrant.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
The following exhibits are filed herewith or
incorporated by reference as part of this Registration Statement:
Exhibit No. Description
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4.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3 to the
Registrant's Annual Report on Form 10-K, dated June
28, 1996, for the year ended March 31, 1996 (File
No. 1-10728)).
5.1 Opinion of Damian C. Georgino, Esq., regarding the
legality of the securities registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Damian C. Georgino, Esq. (included in
the Opinion filed as Exhibit 5.1).
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;
(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
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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 (a)(1)(i) and (a)(1)(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.
(2) 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
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fide offering thereof.
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(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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 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 thereto.
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* * *
(h) Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities Act and, 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
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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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Palm Desert, State of California, on this 12th day of
November, 1996.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
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Richard J. Heckmann
Chairman of the Board,
Chief Executive Officer and President
KNOW 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, as amended, 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 thereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement and the foregoing Power
of Attorney have been signed by the following persons in the
capacities and on the date(s) indicated:
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Signature Capacity Date
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/s/ Richard J. Heckmann Chairman of the November 12,
-------------------------- Board, Chief 1996
Richard J. Heckmann Executive Officer
and President
/s/ Kevin L. Spence Vice President and November 12,
-------------------------- Chief Financial 1996
Kevin L. Spence Officer (Principal
Accounting Officer)
/s/ Michael J. Reardon Executive Vice November 12,
-------------------------- President and a 1996
Michael J. Reardon Director
/s/ Tim L. Traff Senior Vice November 12,
-------------------------- President and a 1996
Tim L. Traff Director
/s/ James E. Clark Director November 12,
-------------------------- 1996
James E. Clark
/s/ John L. Diederich Director November 12,
-------------------------- 1996
John L. Diederich
/s/ Robert S. Hillas Director November 12,
-------------------------- 1996
Robert S. Hillas
/s/ Arthur B. Laffer Director November 12,
-------------------------- 1996
Arthur B. Laffer
/s/ Alfred E. Osborne, Jr. Director November 12,
-------------------------- 1996
Alfred E. Osborne, Jr.
/s/ J. Danforth Quayle Director November 12,
-------------------------- 1996
J. Danforth Quayle
/s/ C. Howard Wilkins, Jr. Director November 12,
-------------------------- 1996
C. Howard Wilkins, Jr.
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
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4.1 Restated Certificate of Incorporation,
as amended (incorporated by reference
to Exhibit 3 to the Registrant's
Annual Report on Form 10-K, dated June
28, 1996, for the year ended March 31,
1996 (File No. 1-10728)).
5.1 Opinion of Damian C. Georgino, Esq.,
regarding the legality of the
securities registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Damian C. Georgino, Esq.
(included in the Opinion filed as
Exhibit 5.1).
Exhibit 5.1
November 13, 1996
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am 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 111,975 shares of the Company's common
stock, par value $.01 per share (the "Shares"), which are to be
issued from time to time to certain officers and employees of the
Company and its affiliates in connection with the exercise of
options ("Options") to purchase shares of the Company's Common
Stock granted under the USG Holding Corporation 1994 Stock
Incentive Plan, as amended, pursuant to stock option agreements
("Stock Option Agreements") between such officers and employees
and the Company, and which may be sold by such officers and
employees 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 Stock 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 Shares
have been duly and validly authorized and reserved for issuance
and, when issued upon exercise of the Options pursuant to the
terms of the Stock Option Agreements, will be legally and validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Very truly yours,
/s/ Damian C. Georgino, Esq.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of United States Filter Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of United States Filter Corporation of our
report dated June 7, 1996, except as to the acquisitions of Davis
Water & Waste Industries, Inc. and Zimpro Environmental Inc.,
which are as of August 23, 1996 and May 31, 1996, respectively,
the common stock split which is as of July 15, 1996, and note 20
which is as of October 7, 1996, relating to the consolidated
balance sheets of United States Filter Corporation as of March
31, 1995 and 1996, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the
years in the three-year period ended March 31, 1996, which report
appears in the Current Report on Form 8-K of United States Filter
Corporation dated November 8, 1996.
KPMG Peat Marwick LLP
Orange County, California
November 8, 1996
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INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of United States Filter Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of United States Filter Corporation of our
report dated October 15, 1996, relating to the combined balance
sheets of the Systems and Manufacturing Group of Wheelabrator
Water Technologies Inc. as of December 31, 1994 and 1995 and the
related combined statements of income and cash flows for each of
the years in the three-year period ended December 31, 1995, which
report appears in the Current Report on Form 8-K of United States
Filter Corporation dated November 8, 1996.
KPMG Peat Marwick LLP
Chicago, Illinois
November 8, 1996
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CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of United States Filter Corporation of our
report dated 16 October 1996 relating to the aggregated financial
statements of the United Utilities PLC Process Division as of 31
March 1996 and 1995 and for each of the years in the two year
period ended 31 March 1996, which report appears in the Current
Report on Form 8-K of United States Filter Corporation dated
November 8, 1996.
KPMG Audit Plc
Manchester, England
8 November 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of United States Filter
Corporation of our report dated June 13, 1996 relating to the
consolidated financial statements of Davis Water & Waste
Industries, Inc. which appears in the Current Report on Form 8-K
of United States Filter Corporation dated November 8, 1996.
Price Waterhouse LLP
Atlanta, Georgia
November 8, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Stock Option Agreements
Under The USG Holding Corporation 1994 Stock Incentive Plan of
United States Filter Corporation of our report dated February 8,
1996, except for Notes 4 and 10, as to which the date is May 10,
1996, with respect to the consolidated financial statements of
Zimpro Environmental, Inc. included in the Current Report on Form
8-K of United States Filter Corporation dated May 31, 1996, filed
with the Securities and Exchange Commission.
Ernst & Young LLP
Minneapolis, Minnesota
November 6, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 8, 1996, relating to the balance sheet of
WaterPro Supplies Corporation as of December 31, 1995 and the
related statements of operations, stockholders' investment and
cash flows for the period from April 7, 1995 to December 31,
1995, included in the United States Filter Corporation's Form 8-K
dated November 8, 1996, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 6, 1996
