Registration No. 333-52717
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
ON FORM S-8
TO FORM S-4
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 Identification No.)
incorporation or organization)
40-004 COOK STREET 92211
PALM DESERT, CALIFORNIA (Zip Code)
(Address of principal executive offices)
CULLIGAN WATER TECHNOLOGIES, INC. 1997 STOCK OPTION AND INCENTIVE AWARD PLAN
CULLIGAN WATER TECHNOLOGIES, INC. AMENDED AND RESTATED 1995 STOCK OPTION AND
INCENTIVE AWARD PLAN
(Full title of the plan)
DAMIAN C. GEORGINO
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(Name and address of agent for service)
(760) 341-0098
(Telephone number, including area code, of agent for service)
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EXPLANATORY NOTE
United States Filter Corporation (the "Registrant") hereby amends its
Registration Statement on Form S-4 (File No. 333-52717) filed on May 14, 1998,
and amended by Amendment No. 1 on May 15, 1998 and Amendment No. 2 on May 15,
1998 (the "Form S-4"), by filing this Post-Effective Amendment No. 3 on Form S-8
to the Form S-4 (the "Registration Statement") relating to 1,716,966 shares of
Common Stock, par value $.01 per share, of the Registrant (the "Common Stock")
issuable in connection with the Culligan Water Technologies, Inc. 1997 Stock
Option and Incentive Award Plan and the Culligan Water Technologies, Inc.
Amended and Restated 1995 Stock Option and Incentive Award Plan (the "Plans").
On June 15, 1998, pursuant to an Agreement and Plan of Merger, dated as of
February 9, 1998 (the "Combination Agreement"), Palm Water Acquisition Corp., a
wholly owned subsidiary of the Registrant, was merged with and into Culligan
Water Technologies, Inc. ("Culligan"), with Culligan surviving as a wholly owned
subsidiary of the Registrant (the "Combination"). As provided in the Combination
Agreement, each outstanding share of common stock of Culligan was converted into
the right to receive 1.875 shares of the Registrant's Common Stock.
Pursuant to the Combination Agreement, the Registrant has taken such
actions as are necessary such that the Registrant's Common Stock will be
issuable under the Plans in such amounts and at such prices as adjusted pursuant
to the Plans and the Combination Agreement.
This Registration Statement relates only to the 1,716,966 shares of the
Registrant's Common Stock registered on the Form S-4 that will not be issued in
the Combination and that are issuable with respect to the Plans.
<PAGE>
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 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, 1997,
(ii) the Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1997 (as amended by Form 10-Q/A dated August 22, 1997),
September 30, 1997, and December 31, 1997 (as amended by Forms 10-Q/A dated
May 12, 1998 and May 14, 1998); (iii) the Registrant's Current Reports on
Form 8-K dated August 4, 1997, September 17, 1997, September 19, 1997,
December 9, 1997 (as amended by Forms 8-K/A dated February 6, 1998 and March
4, 1998), December 31, 1997, January 16, 1998 (as amended by Forms 8-K/A
dated February 6, 1998, March 4, 1998, May 12, 1998, and May 14, 1998),
February 9, 1998, May 12, 1998 (as amended by Form 8-K/A dated May 14,
1998), May 19, 1998, and June 2, 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 Bylaws 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
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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 Registrant maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities
for 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
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
3.13 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 Consents of KPMG Peat Marwick LLP.
23.3 Consents of KPMG Audit Plc.
23.4 Consents of Ernst & Young LLP.
23.5 Consent of Price Waterhouse.
23.6 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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<PAGE>
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;
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 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 thereto.
* * *
(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, 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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<PAGE>
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 a Post-Effective Amendment on Form S-8 to Form S-4
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 15th day of June, 1998.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckman
--------------------------------------
Richard J. Heckman
Chairman of the Board, President,
and Chief Executive Officer
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
Post-Effective Amendment No. 3 on Form S-8 to Form S-4 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, 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
* Chairman of the Board, June ____, 1998
-------------------------- President and Chief Executive
Richard J. Heckman Officer (Principal Executive
Officer) and a Director
* Executive Vice President and June ____, 1998
------------------------ Chief Financial Officer
Kevin L. Spence (Principal Accounting Officer)
* Executive Vice President and June ____, 1998
------------------------ Chief Administrative Officer
Michael J. Reardon and a Director
* President/Chief Operating June ____, 1998
------------------------ Officer - Process Water Group
Nicholas C. Memmo and a Director
* Director June ____, 1998
------------------------
James E. Clark
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<PAGE>
SIGNATURE CAPACITY DATE
* Director June ____, 1998
------------------------
John L. Diederich
* Director June ____, 1998
------------------------
Robert S. Hillas
* Director June ____, 1998
------------------------
Arthur B. Laffer
* Director June ____, 1998
------------------------
Ardon E. Moore
* Director June ____, 1998
------------------------
Alfred E. Osborne, Jr.
* Director June ____, 1998
------------------------
J. Danforth Quayle
* Director June ____, 1998
------------------------
C. Howard Wilkins, Jr.
/s/ Kevin L. Spence June 15, 1998
------------------------
Kevin L. Spence
Attorney-in-Fact
/s/ Damian C. Georgino June 15, 1998
------------------------
Damian C. Georgino
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
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 3.13 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 Consents of KPMG Peat Marwick LLP. 10
23.3 Consents of KPMG Audit Plc. 13
23.4 Consents of Ernst & Young LLP. 15
23.5 Consent of Price Waterhouse. 17
23.6 Consent of Arthur Andersen LLP. 18
24.1 Power of Attorney (set forth on the --
signature page of this Registration
Statement).
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<PAGE>
Exhibit 5.1
June 15, 1998
United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
Ladies and Gentlemen:
We are counsel to United States Filter Corporation, a Delaware corporation
(the "Registrant"), and in such capacity we have acted as counsel to the
Registrant in connection with the Registrant's Post-Effective Amendment No. 3 on
Form S-8 to the Form S-4 Registration Statement that was filed on May 14, 1998
and amended by Amendment No. 1 on May 15, 1998 and Amendment No. 2 on May 15,
1998 (File No. 333-52717) (the "Registration Statement"). The Registration
Statement is to be filed with the Securities and Exchange Commission and relates
to the registration under the Securities Act of 1933, as amended, of an
aggregate of 1,716,966 shares (the "Shares") of the Registrant's Common Stock,
par value $.01 per share, in connection with the Culligan Water Technologies,
Inc. 1997 Stock Option and Incentive Award Plan and the Culligan Water
Technologies, Inc. Amended and Restated 1995 Stock Option and Incentive Award
Plan (the "Plans").
We are familiar with the Registration Statement and the Plans, and we have
examined the Registrant's Restated Certificate of Incorporation and the
Registrant's Restated Bylaws. We have also examined such other public and
corporate documents, certificates, instruments and corporate records, and such
questions of law, as we have deemed necessary or appropriate for the purpose of
this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plans, will be duly authorized, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
<PAGE>
Exhibit 23.2
Page 1 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference in this
Post-Effective Amendment No. 3 on Form S-8 to the Form S-4 (File No. 333-52717)
of United States Filter Corporation.
/s/ KPMG Peat Marwick LLP
Orange County, California
June 12, 1998
<PAGE>
Exhibit 23.2
Page 2 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
United States Filter Corporation:
We consent to the incorporation by reference in this Post-Effective
Amendment No. 3 on Form S-8 to the Form S-4 (No. 333-52717) 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 the years in the three-year
period ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 12, 1998
<PAGE>
Exhibit 23.2
Page 3 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
Culligan Water Technologies, Inc.:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 on Form S-8 to the Form S-4 (No. 333-52717) of United States Filter
Corporation of our report dated April 7, 1998, relating to the consolidated
balance sheets of Culligan Water Technologies, Inc. as of January 31, 1997 and
1998 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended January 31, 1998.
/s/ KPMG Peat Marwick LLP
/s/ KPMG Audit Plc
Chicago, Illinois
June 15, 1998
<PAGE>
Exhibit 23.3
Page 1 of 2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 on Form S-8 to the Form S-4 (No. 333-52717) 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.
/s/ KPMG Audit Plc
KPMG Audit Plc
Manchester, England
12 June 1998
<PAGE>
Exhibit 23.3
Page 2 of 2
Consent of Independent Chartered Accountants
The Board of Directors and Shareholders of Protean plc
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 on Form S-8 to the Form S-4 (No. 333-52717) of United States Filter
Corporation of our report dated 12 June 1997, except for note 27 which is as of
2 December 1997, relating to the aggregated financial statements of Protean plc
as of and for the year ended 31 March 1997.
/s/ KPMG Audit Plc
- ----------------------
KPMG Audit Plc
London, England
12 June 1998
<PAGE>
Exhibit 23.4
Page 1 of 2
Consent of Independent Auditors
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 on the Registration Statement (Form S-8) to the Registration Statement
(Form S-4 No. 333-52717) of United States Filter Corporation 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
June 12, 1998
<PAGE>
Exhibit 23.4
Page 2 of 2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 on Form S-8 to the Form S-4 Registration Statement (No. 333-52717) of
United States Filter Corporation, pertaining to the Culligan Water Technologies,
Inc. 1997 Stock Option and Incentive Award Plan and the Culligan Water
Technologies, Inc. Amended and Restated 1995 Stock Option and Incentive Award
Plan, of our report dated March 14, 1997, with respect to the combined financial
statements of The Water Filtration Business (a wholly owned business of AMETEK,
Inc.) included in the Current Report on Form 8-K of United States Filter
Corporation dated May 12, 1998 (as amended by Form 8-K/A dated May 14, 1998)
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
June 15, 1998
<PAGE>
Exhibit 23.5
Page 1 of 1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 3 on Form S-8 to the Form S-4 of United States Filter Corporation
of our report 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 the
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/ Price Waterhouse
- -------------------------
Price Waterhouse
Sydney
June 15, 1998
<PAGE>
Exhibit 23.6
Page 1 of 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference 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 into this Post-Effective Amendment No. 3 on Form
S-8 to the Form S-4 (No. 333-52717) of United States Filter Corporation and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota Arthur Andersen LLP
June 12, 1998
