Registration No. 333-_______
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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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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.)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(Address of principal executive offices) (Zip Code)
MEGA SYSTEMS & CHEMICALS, INC. NONQUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plan)
DAMIAN C. GEORGINO, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & CORPORATE 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
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
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Common Stock, 30,360 $24.21(1) $735,015.60 $204.34
par value
$.01 per share
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(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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant 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
Registrant's Annual Report on Form 10-K for the year ended March 31, 1998;
(ii) the Registrant'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
Registrant'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 Registrant'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
Registrant's Common Stock contained in the Registrant'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 Plans
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 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
None.
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
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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 Registrant 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 Registrant.
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 Registrant'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 Registrant's Registration Statement on Form S-1 (No. 33-
41089)).
5.1 Opinion of Kirkpatrick & Lockhart LLP, regarding the legality
of the shares being 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).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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;
(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 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 thereof.
* * *
(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 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
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, 1998.
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
Kevin L. Spence 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 United States 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:
SIGNATURE CAPACITY DATE
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/S/ RICHARD J.HECKMANN Chairman of the Board, Chief November 12, 1998
---------------------- Executive Officer and
Richard J. Heckmann President and a Director
/S/ KEVIN L. SPENCE Executive Vice President and November 12, 1998
---------------------- Chief Financial Officer
Kevin L. Spence (Principal Accounting Officer)
/S/ NICHOLAS C. MEMMO President and Chief Operating November 12, 1998
---------------------- Officer - North American
Nicholas C. Memmo Process Water Group and a
Director
/S/ ANDREW D. SEIDEL President and Chief Operating November 12, 1998
---------------------- Officer - North American
Andrew D. Seidel Wastewater Group
/S/ JAMES E. CLARK Director November 12, 1998
----------------------
James E. Clark
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SIGNATURE CAPACITY DATE
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/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.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3.01 to the Registrant'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
Registrant's Registration Statement on Form S-1 (No. 33-41089)).
5.1 Opinion of Kirkpatrick & Lockhart LLP, regarding the legality of
the shares being 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).
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Exhibit 5.1
November 12, 1998
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
We have acted as counsel for United States Filter Corporation (the
"Company") in connection with the preparation of the Registration Statement on
Form S-8 to be filed by the Company with the Securities and Exchange Commission
for the registration under the Securities Act of 1933, as amended, of 30,360
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 stock option agreements
dated July 1, 1997 between MEGA Systems & Chemicals, Inc. and Dick Romey, Bob
Korman and Pat Mehall, respectively (collectively, the "Agreements").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Agreements 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 that the Shares, when
issued under the terms of the Agreements, 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
of United States Filter Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 (relating to the Mega Systems and Chemicals, Inc. Nonqualified Stock Option
Agreements) 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
