Registration No. 333-39711
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
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
PALM DESERT, CALIFORNIA 92211
(Address of principal executive offices) (Zip Code)
PURO WATER GROUP, INC. 1996 STOCK OPTION PLAN
PURO WATER GROUP, INC. 1997 DIRECTORS STOCK OPTION 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) 340-0098
(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. 333-39711) filed on November 6,
1997, and amended by Amendment No. 1 on November 25, 1997 (the "Form S-4"), by
filing this Post-Effective Amendment No. 2 on Form S-8 to the Form S-4 (the
"Registration Statement") relating to 33,925 shares of Common Stock, par value
$.01 per share, of the Registrant (the "Common Stock") issuable in connection
with the Puro Water Group, Inc. 1996 Stock Option Plan and the Puro Water Group,
Inc. 1997 Directors Stock Option Plan (collectively, the "Plans").
On December 30, 1997, pursuant to an Agreement and Plan of Merger, dated
as of October 8, 1997 (the "Combination Agreement"), USF/PW Acquisition
Corporation, a wholly owned subsidiary of the Registrant, was merged with and
into Puro Water Group, Inc. ("Puro"), with Puro surviving as a wholly owned
subsidiary of the Registrant (the "Combination"). As provided in the Combination
Agreement, each outstanding share of common stock of Puro was converted into the
right to receive 0.23 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 33,925 shares of the
Registrant's Common Stock registered on the Form S-4 that were not issued in the
Combination and that are issuable with respect to the Plans.
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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 December 31,
1997, as amended on May 12, 1998 and May 14, 1998; (iii) the Registrant's
Current Reports on Form 8-K dated January 16, 1998 (as amended on May 12, 1998
and May 14, 1998), May 12, 1998 (as amended on May 14, 1998), May 19, 1998 and
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 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 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
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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
3.1 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)).
3.2 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 Consents of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Audit Plc.
23.4 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (previously filed).
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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;
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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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 amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palm Desert, State of California, on
this 17th day of July, 1998.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
-----------------------------------------
Richard J. Heckmann
Chairman of the Board,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act, this amendment has
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, Chief July 17, 1998
Richard J. Heckmann Executive Officer and
President and a Director
/s/ Kevin L. Spence
- ------------------------- Executive Vice President and July 17, 1998
Kevin L. Spence Chief Financial Officer
(Principal Accounting Officer)
*
- ------------------------ Executive Vice President and July 17, 1998
Michael J. Reardon Chief Administrative Officer
and a Director
*
- ------------------------ President and Chief Operating July 17, 1998
Nicholas C. Memmo Officer - North American
Process Water Group and a
Director
* Director July 17, 1998
- ------------------------
James E. Clark
* Director July 17, 1998
- ------------------------
John L. Diederich
* Director July 17, 1998
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Robert S. Hillas
* Director July 17, 1998
- ------------------------
Arthur B. Laffer
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* Director July 17, 1998
- ------------------------
Ardon E. Moore
Director
- ------------------------
Alfred E. Osborne, Jr.
* Director July 17, 1998
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J. Danforth Quayle
- ------------------------ Director
C. Howard Wilkins, Jr.
* /s/ Damian C. Georgino July 17, 1998
- ------------------------
Damian C. Georgino
as attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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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 Consent of KPMG Audit Plc.
23.4 Consent of Ernst & Young LLP.
Exhibit 5.1
July 17, 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. 2 on
Form S-8 to the Form S-4 Registration Statement that was filed on November 6,
1997 and amended by Amendment No. 1 on November 25, 1997 (File No. 333-39711)
(the "Registration Statement"). The Registration Statement is to be filed with
the United States Securities and Exchange Commission and relates to the
registration under the United States Securities Act of 1933, as amended, of an
aggregate of 33,925 shares (the "Shares") of the Registrant's Common Stock, par
value $.01 per share, in connection with the Puro Water Group, Inc. 1996 Stock
Option Plan and the Puro Water Group, Inc. 1997 Directors Stock Option Plan
(collectively, 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
Exhibit 23.2
Page 1 of 2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
of United States Filter Corporation:
We consent to the use of our report incorporated by reference in this
Post-Effective Amendment No. 2 on Form S-8 to Form S-4 (File No. 333-39711)
of United States Filter Corporation.
/s/ KPMG Peat Marwick LLP
Orange County, California
July 15, 1998
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Exhibit 23.2
Page 2 of 2
Consent of KPMG Peat Marwick LLP
The Board of Directors
Culligan Water Technologies, Inc.:
We consent to the incorporation by reference in the Post-Effective Amendment No.
2 on Form S-8 to Form S-4 of United States Filter Corporation of our report
dated April 17, 1998, relating to the consolidated balance sheets of Culligan
Water Technologies, Inc. as of January 31, 1998 and 1997, 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
Chicago, Illinois
July 16, 1998
Exhibit 23.3
Consent of KPMG Audit Plc
The Board of Directors
Protean plc:
We consent to the incorporation by reference in the Post-Effective Amendment No.
2 on Form S-8 to Form S-4 of United States Filter Corporation of our report
dated June 12, 1997, relating to the consolidated balance sheet of Protean plc
as of March 31, 1997, and the related consolidated profit and loss account, cash
flow statement, reconciliation of net cash flow to movement in net debt,
statement of total recognised gains and losses, reconciliation of movements in
shareholders' funds, and note of consolidated historical cost profits and losses
for the year ended March 31, 1997.
KPMG Audit Plc
Chartered Accountants and Registered Auditor
London
July 16, 1998
Exhibit 23.4
Consent of Ernst & Young LLP
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 on Form S-8 to the Form S-4 Registration Statement (No. 333-39711) of
United States Filter Corporation, pertaining to the Puro Water Group, Inc. 1996
Stock Option Plan and the Puro Water Group, Inc. 1997 Directors Stock Option
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
July 16, 1998
