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)
THE KSI GROUP, INC. 1996 KEY EMPLOYEES STOCK OPTION PLAN
THE KINETICS GROUP, INC. 1997 KEY EMPLOYEES STOCK OPTION PLAN
THE KINETICS GROUP, INC. 1997 STOCK OPTION PLAN
OPTION AGREEMENTS DATED JULY 1, 1995
(Full title of the plan)
DAMIAN C. GEORGINO, ESQ.
SENIOR 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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PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE FEE
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Common Stock, par 318,857 $ 2.28 $ 726,993.96 $ 215
value $.01 per share
Common Stock, par 586,537 $12.02 $7,050,174.74 $2,080
value $.01 per share
Common Stock, par 109,198 $17.17 $1,874,929.66 $ 554
value $.01 per share
Common Stock, par 104,829 $20.60 $2,159,477.40 $ 638
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).
<PAGE>
EXPLANATORY NOTE
The shares registered hereunder are issuable pursuant to the exercise of
options (the "Options") that were outstanding as of January 16, 1998 and that
were granted to employees of The Kinetics Group, Inc. ("Kinetics") and its
affiliates under The KSI Group, Inc. 1996 Key Employees Stock Option Plan, The
Kinetics Group, Inc. 1997 Key Employees Stock Option Plan, The Kinetics Group,
Inc. 1997 Stock Option Plan and twelve option agreements dated July 1, 1995 (the
"Plans"). Prior to January 16, 1998, the Options were exercisable for shares of
Series A and/or Series B Common Stock, par value $.01 per share, of Kinetics. On
January 16, 1998, pursuant to the terms of a Merger Agreement dated as of
December 31, 1997 (the "Merger Agreement"), U.S. Filter/KG Acquisition Corp., a
wholly-owned subsidiary of United States Filter Corporation (the "Registrant"),
was merged (the "Merger") with and into Kinetics and, in connection therewith,
the Options were converted into options exercisable for shares of the
Registrant's Common Stock. The effective date of the Merger was December 31,
1997.
<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 United
States Securities and Exchange Commission (the "Commission") pursuant to the
United States 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 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 quarters ended June 30, 1997
(as amended by Form 10-Q/A filed on August 22, 1997), and September 30, 1997,
(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 on Form
8-K/A dated February 6, 1998), December 31, 1997 and January 16, 1998 (as
amended on Form 8-K/A dated February 6, 1998), and (iv) the description of the
Common Stock contained in 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 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
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.
II - 1
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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 3.0 to Form
10-K, dated March 31, 1997 (File No. 1-10728)).
4.2 Restated Bylaws (incorporated by reference to Exhibit
3.1 to Form 10-K, dated March 31, 1997 (File No.
1-10728)).
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 Price Waterhouse.
23.4 Consent of Ernst & Young LLP.
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
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 - 2
<PAGE>
(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.
II - 3
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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 10th day of
February, 1998.
UNITED STATES FILTER CORPORATION
By:/s/ Richard J. Heckmann
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Richard J. Heckmann
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 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
/s/ Richard J. Heckmann
- ----------------------- Chairman of the Board, February 10, 1998
Richard J. Heckmann President, and Chief Executive
Officer (Principal Executive
Officer) and a Director
/s/ Kevin L. Spence
- ----------------------- Senior Vice President and February 10, 1998
Kevin L. Spence Chief Financial Officer
(Principal Financial and
Accounting Officer)
Executive Vice President and a
/s/ Michael J. Reardon
- ----------------------- Director February 10, 1998
Michael J. Reardon
/s/ Nicholas C. Memmo
- ----------------------- Executive Vice February 10, 1998
Nicholas C. Memmo President-Process Water
and a Director
/s/ James E. Clark
- ----------------------- Director February 10, 1998
James E. Clark
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/s/ John L. Diederich
- -------------------------- Director February 10, 1998
John L. Diederich
- ----------------------- Director
Robert S. Hillas
/s/ Arthur B. Laffer
- ----------------------- Director February 10, 1998
Arthur B. Laffer
- ------------------------ Director
Ardon E. Moore
/s/ Alfred E. Osborne, Jr.
- -------------------------- Director February 10, 1998
Alfred E. Osborne, Jr.
/s/ J. Danforth Quayle
- -------------------------- Director February 10, 1998
J. Danforth Quayle
/s/ C. Howard Wilkins, Jr.
- -------------------------- Director February 10, 1998
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
4.1 Restated Certificate of Incorporation,
as amended (incorporated by reference to --
Exhibit 3.0 to Form 10-K, dated March
31, 1997 (File No. 1-10728)).
4.2 Restated Bylaws (incorporated by --
reference to Exhibit 3.1 to Form 10-K,
dated March 31, 1997 (File No. 1-10728)).
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 Price Waterhouse.
23.4 Consent of Ernst & Young LLP.
24.1 Power of Attorney (set forth on the --
signature page of this Registration
Statement).
Exhibit 5.1
February 10, 1998
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
We are counsel to United States Filter Corporation (the "Company") and we
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 1,119,421 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 (the "Options") to purchase shares of the Company's Common
Stock granted under the terms of The KSI, Inc. 1996 Key Employees Stock Option
Plan, The Kinetics Group, Inc. 1997 Key Employees Stock Option Plan, The
Kinetics Group, Inc. 1997 Stock Option Plan, and twelve option agreements dated
July 1, 1995 (the "Plans").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plans 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 upon exercise of the Options 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
-------------------------------------
KIRKPATRICK & LOCKHART LLP
Exhibit 23.2
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 6, 1997,
relating to the consolidated balance sheets of United States Filter Corporation
as of March 31, 1996 and 1997, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1997, which report appears in the Annual
Report on Form 10-K of United States Filter Corporation for the fiscal year
ended March 31, 1997.
/s/ KPMG Peat Marwick LLP
- ------------------------
Orange County, California
February 9, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated January 16,
1998, with respect to the consolidated financial statements of The Kinetics
Group, Inc. in the Registration Statement (Form S-8) of United States Filter
Corporation pertaining to The KSI Group, Inc. 1996 Key Employee Stock Option
Plan, The Kinetics Group, Inc. 1997 Stock Option Plan and Option Agreements
dated July 1, 1995.
/s/ Ernst & Young LLP
Walnut Creek, California
February 4, 1998
Exhibit 23.4
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
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
February 9, 1998
