Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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 identification No.)
incorporation or organization)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(Address of principal executive offices) (Zip Code)
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
DAMIAN C. GEORGINO, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(Name and address of agent for service)
(760) 340-0098
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
- --------------------------------------------------------------------------------
Common Stock, par 3,000,000 $21.69(1) $65,070,000 $18,089.46
value $.01 per
share
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for the Common Stock of United States Filter Corporation
on November 9, 1998 as reported on the New York Stock Exchange Composite Tape.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the United States
Securities and Exchange Commission (the "Commission") pursuant to the United
States 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, 1998; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (as amended by
Form 10-Q/A dated November 9, 1998); (iii) the Company's Current Reports on Form
8-K dated December 9, 1997, January 16, 1998, May 12, 1998, May 19, 1998, June
15, 1998, August 14, 1998, November 9, 1998 and November 10, 1998, and the
Company's Current Reports on Form 8-K/A dated February 6, 1998 and March 4, 1998
(amending the Current Report on Form 8-K dated December 9, 1997), February 6,
1998, March 4, 1998, May 12, 1998 and May 14, 1998 (amending the Current Report
on Form 8-K dated January 16, 1998), May 14, 1998 (amending the Current Report
on Form 8-K dated May 12, 1998), August 17, 1998 (amending the Current Report on
Form 8-K dated August 14, 1998) and September 18, 1998 (amending the Current
Report on Form 8-K dated June 15, 1998); and (iv) the description of the
Company's 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 Company 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 1998 Stock Incentive Plan meeting the requirements of
Section 10(a) of the United States Securities Act of 1933, as amended (the
"Securities Act").
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and the By-laws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law
II-1
<PAGE>
of the State of Delaware, the state of incorporation of the Company.
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 indemnification 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 Company maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.01 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 (File No. 1-10728)).
4.2 Restated Bylaws (incorporated by reference to Exhibit
3.3 to the Company's Registration Statement on Form S-1
(No. 33-41089)).
II-2
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the
legality of the securities registered hereunder.
23.1 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers.
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers of 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 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 Company
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
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities
II-3
<PAGE>
being registered which remain unsold at the termination of the
offering.
(b) The Company hereby undertakes that, for purposes 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 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.
* * *
(h) 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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, 1998.
UNITED STATES FILTER CORPORATION
By: /s/ RICHARD J. HECKMANN
----------------------------------------
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, including post-effective
amendments and other related documents, and to file the same with the 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, 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:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RICHARD J. HECKMANN Chairman of the Board, November 12, 1998
- ---------------------------------- Chief Executive Officer
Richard J. Heckmann and President and a
Director
/s/ KEVIN L. SPENCE Executive Vice President November 12, 1998
- ---------------------------------- and Chief Financial
Kevin L. Spence Officer (Principal
Accounting Officer)
/s/ NICHOLAS C. MEMMO President and Chief November 12, 1998
- ---------------------------------- Operating Office - North
Nicholas C. Memmo American Process Water
Group and a Director
II-5
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ANDREW D.SEIDEL President and Chief November 12, 1998
- ---------------------------------- Operating Officer - North
Andrew D. Seidel American Wastewater Group
and a Director
/s/ JAMES E. CLARK Director November 12, 1998
- ----------------------------------
James E. Clark
/s/ JOHN L. DIEDERICH Director November 12, 1998
- ----------------------------------
John L. Diederich
/s/ ROBERT S. HILLAS Director November 12, 1998
- ----------------------------------
Robert S. Hillas
/s/ ARTHUR B. LAFFER Director November 12, 1998
- ----------------------------------
Arthur B. Laffer
/s/ ARDON E. MOORE Director November 12, 1998
- ----------------------------------
Ardon E. Moore
/s/ ALFRED E. OSBORNE, JR. Director November 12, 1998
- ---------------------------------
Alfred E. Osborne, Jr.
/s/ J. DANFORTH QUAYLE Director November 12, 1998
- ---------------------------------
J. Danforth Quayle
/s/ C. HOWARD WILKINS, JR. Director November 12, 1998
- ---------------------------------
C. Howard Wilkins, Jr.
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3.01 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 (File No.
1-10728)).
4.2 Restated Bylaws (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-1 (No. 33-41089)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
securities registered hereunder.
23.1 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Ernst & Young LLP.
23.4 Consent of PricewaterhouseCoopers.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II-7
EXHIBIT 5.1
November 12, 1998
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for United States Filter Corporation (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 3,000,000
shares of the Company's common stock, par value $.01 per share (the "Shares"),
which are to be offered from time to time to certain officers, employees and
directors of the Company and its affiliates pursuant to the terms of the
Company's 1998 Stock Incentive Plan, as amended (the "Plan"), and which may be
sold by such officers, employees and directors from time to time hereafter.
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and reserved for issuance and, when issued
pursuant to the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
United States Filter Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (relating to the 1998 Stock Incentive Plan) of United States Filter
Corporation of our report dated June 1, 1998 and subsequent report dated June 1,
1998, except for the acquisition of Culligan, which is discussed in notes 9 and
21, which is as of June 15, 1998, relating to the consolidated balance sheets of
United States Filter Corporation and subsidiaries as of March 31, 1997 and 1998,
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, 1998,
which reports appear in the March 31, 1998 Annual Report on Form 10-K and
Current Report on Form 8-K/A dated September 18, 1998 (amending the Current
Report on Form 8-K dated June 15, 1998), respectively, of United States Filter
Corporation.
/s/ KPMG Peat Marwick LLP
Orange County, California
November 11, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of our report dated January 16, 1998, with respect to the financial
statements of The Kinetics Group, Inc. included in the Current Report on Form
8-K/A dated February 6, 1998 of United States Filter Corporation, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Walnut Creek, California
November 12, 1998
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of United States Filter Corporation of our report, issued
in the name of Price Waterhouse, dated September 25, 1997 relating to the
consolidated balance sheets of Memtec Limited at June 30, 1997 and 1996 and the
related consolidated statements of income, cash flows and of shareholder's
equity for each of three years in the period ended June 30, 1997, which appears
on page F-2 of the Form 8-K/A of United States Filter Corporation dated February
6, 1998.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
/s/ Willie Seaton
Partner
Sydney
November 12, 1998
