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Prospectus
IONICS, INCORPORATED
450,855 Shares of Common Stock
($1 par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to the offer and sale by the
Selling Stockholders for their respective accounts of up to
450,855 shares of the Common Stock, $1.00 par value, of Ionics,
Incorporated (the "Company"), representing all shares which have
been or may be purchased prior to May 1, 1995 by the Selling
Stockholders upon exercise of stock options granted by the
Company under its 1955 Employee Stock Option Plan, its 1965 and
1975 Qualified Stock Option Plans, its 1973 and 1979 Stock
Option Plans and upon exercise of certain non-qualified options
granted in 1951. A total of 186,167 shares have already been
purchased pursuant to such Plans and are now owned by the
Selling Stockholders, and 264,688 shares are subject to
outstanding options held by the Selling Stockholders which are
exercisable at any time prior to May 1, 1995. As the result of
a dividend declared December 22, 1987, upon exercise of an
option the optionee will receive, together with each share of
Common Stock, one Right to purchase a Unit consisting in part of
equity and in part of debt of the Company. The terms and
conditions of such Rights are described in the reports filed by
the Company on Form 8-K, dated December 22, 1987 and August 30,
1989.
This Prospectus also covers such additional shares as the
foregoing may be converted into by reason of any stock dividend,
split of shares, recapitalization or other changes in the Common
Stock of the Company. Specific information as to the Selling
Stockholders may be found on pages 3 through 5 of this
Prospectus.
The shares of Common Stock covered by this Prospectus may
be offered or sold from time to time by the Selling Stockholders
on the New York Stock Exchange, over-the-counter, or privately,
at prices prevailing at the time for the Company's Common Stock.
Any broker or dealer involved in the offer or sale of the shares
may receive an ordinary brokerage commission or discount. The
Company will not receive any of the proceeds from sales by
Selling Stockholders.
The Common Stock of the Company is traded on the New York
Stock Exchange. On June 14, 1994, the last sales price as
reported by such exchange was $44.50.
____________________________
The date of this Prospectus is June 15, 1994
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Available Information
Ionics, Incorporated (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").
Reports and proxy statements and other information filed by
the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Copies of such
material can be obtained from the Public Reference Section of
the Commission at the above address at prescribed rates. Such
material can also be obtained from the following regional
offices of the Commission: New York Regional office, 75 Park
Plaza, New York, New York 10007; and Chicago Regional office,
230 South Dearborn Street, Chicago, Illinois 60604.
The Company's Common Stock is listed on the New York Stock
Exchange, and reports, proxy statements and other information
concerning the Company can also be inspected at the Exchange.
Additional updating information with respect to the securities
covered herein may be provided in the future by means of
appendices or supplements to this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, upon written or oral request
of such person, a copy of any and all of the information that
has been incorporated by reference in the Registration Statement
of which this Prospectus forms a part but not delivered with the
Prospectus. Such requests should be made to Ionics,
Incorporated, 65 Grove Street, Watertown, Massachusetts 02172,
Attention, Clerk; telephone number: (617) 926-2500.
No dealer, salesman or other person has been authorized to
give any information or to make any representations not
contained in this Prospectus in connection with the offering
made by the Prospectus and if given or made, such information or
representations must not be relied upon as having been
authorized by the Company or by the Selling Stockholders. This
Prospectus does not constitute an offering in any state or other
jurisdiction in which such offering may not lawfully be made.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company
since the date hereof.
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Table of Contents
Page
Identity of Issuer.......................................3
Plan of Distribution.....................................3
Selling Stockholders.....................................3
Documents Incorporated by Reference......................6
Further Information......................................6
Identity of Issuer
The issuer of the securities included herein is Ionics,
Incorporated, whose principal executive officers are located at
65 Grove Street, Watertown, Massachusetts 02172. The Company's
telephone number is (617) 926-2500.
Plan of Distribution
The shares of Common Stock covered by this Prospectus may
be offered or sold from time to time by the Selling Stockholders
on the New York Stock Exchange, over-the-counter or privately.
Such sales will be made at prices prevailing at the time for the
Company's Common Stock. The Company will not receive any of the
proceeds from sales by Selling Stockholders. (Included within
the definition of "Selling Stockholders" are minor children, or
trusts or custodians therefor, who are or become donees of any
of the shares registered for resale by the persons listed
below.)
Any broker or dealer involved in the offer or sale of the
shares included herein may receive an ordinary brokerage
commission or discount. To the knowledge of the Company, there
is currently no agreement with any broker or dealer respecting
such transactions. Upon sale of such shares, any or all of the
Selling Stockholders or anyone effecting sales on behalf of the
Selling Stockholders may be deemed an underwriter, as that term
is defined in the Securities Act of 1933, as amended; neither
the Company nor any of the Selling Stockholders so concede. All
expenses of the registration of the shares covered by this
Prospectus are to be borne by the Company.
Selling Stockholders
Information is provided below on each Selling Stockholder,
as to his relationship with the Company during the last three
years, the number of Shares of Common Stock owned beneficially
by him as of May 1, 1994, the number of shares he may acquire
before May 1, 1995 by the exercise of options already granted to
him under the stock option plans referred to herein, and the
number of shares which each Selling Stockholder presently
anticipates selling under this Prospectus. Shares held by
Selling Stockholders may be sold either pursuant to the
Registration Statement of which this Prospectus is a part or
pursuant to Rule 144 under the Securities Act of 1933, as
amended.
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<TABLE>
<CAPTION>
Name, Address Outstanding Shares Owned Shares Shares
and Relation- Beneficially on May 1, 1994 Being to be
ship to the and Shares Subject Offered Owned if
Company Dur- to Outstanding Options for Sale All Shares
ing Past Exercisable Before under this in Column
Three Years May 1, 1995 (1)(2) Prospectus 3 Are Sold
<C> <S> <S> <S>
Arthur L.
Goldstein 209,211 (3)(4) 25,000 184,211 (5)
65 Grove St.
Watertown, MA
Chairman of the
Board, President
and Chief
Executive Officer
Kachig
Kachadurian 106,465 (3)(4) 25,000 80,965 (5)
65 Grove St.
Watertown, MA
Executive Vice
President (since
May 5, 1994); and
Senior Vice President
and Director
William E.
Katz 113,230 (4) 25,000 88,230 (5)
65 Grove St.
Watertown, MA
Executive
Vice President
and Director
</TABLE>
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<TABLE>
<CAPTION>
Name, Address Outstanding Shares Owned Shares Shares
and Relation- Beneficially on May 1, 1994 Being to be
ship to the and Shares Subject Offered Owned if
Company Dur- to Outstanding Options for Sale All Shares
ing Past Exercisable Before under this in Column
Three Years May 1, 1995 (1)(2) Prospectus 3 Are Sold
<C> <S> <S> <S>
Theodore G.
Papastavros 51,240 (3) 12,000 39,240 (5)
65 Grove St.
Watertown, MA
Vice President
and Treasurer
</TABLE>
[FN]
(1) If any of the options which are exercisable before May 1, 1995 are
exercised, certain of the shares would be subject to repurchase by
the Company in varying amounts if the individual's employment by
the Company were to terminate before specified dates.
(2) Assumes that all options exercisable before May 1, 1995 will be
exercised by the Selling Stockholder.
(3) Includes beneficial ownership of certain shares held in the
Company's Section 401(k) Stock Savings Plan for the account of this
individual.
(4) Does not include 3,400 and 5,200 shares owned by members of the
immediate families of Messrs. Goldstein and Katz, respectively;
beneficial ownership of these shares is disclaimed. Mr.
Kachadurian's holdings include 500 shares owned by members of his
immediate family, as to which shares Mr. Kachadurian disclaims
beneficial ownership.
(5) In the event all options are exercised and shares registered
hereunder are sold, Messrs. Goldstein, Kachadurian and Katz would
hold 2.6%, 1.1% and 1.2%, respectively, and Mr. Papastavros would
hold less than 1% of the Company's outstanding shares.
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Documents Incorporated by Reference
The following documents are incorporated in this Prospectus by
reference: (i) the Annual Report of the Company filed on Form 10-K
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the year ended December 31, 1993, containing consolidated balance
sheets of the Company at December 31, 1993 and 1992 and the related
consolidated statements of income, stockholders' equity and cash flows
for the three years ended December 31, 1993 together with the related
notes and the report thereon dated February 22, 1994 of Coopers &
Lybrand, independent accountants; and (ii) the description of the Common
Stock of the Company contained in the Registration Statement of the
Company filed on Form 10 pursuant to Section 12 of the Securities
Exchange Act of 1934; and (iii) the Annual Report of Ionics' Section
401(k) Stock Savings Plan filed on Form 11-K pursuant to Section 15(d)
of the Securities Exchange Act of 1934 for the year ended December 31,
1993. All documents hereafter filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 and
prior to the termination of the offering of the securities hereunder
shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
Further Information
Under the By-Laws of the Company, any director made a party to any
action by reason of the fact that he is or was a director or officer, or
by reason of any action alleged to have been taken or omitted by him as
a director or officer of the Company, shall be indemnified by the
Company against all costs and expenses, including reasonable attorneys'
fees and costs of settlements, reasonably incurred by him in connection
with the defense of such action, except in relation to matters as to
which it shall be finally adjudicated in any action that such individual
has not acted in good faith in the reasonable belief that his action was
in the best interests of the Company.
Moreover, the Articles of Organization provide that, a director of
the Company shall have not personal liability to the Company or to its
stockholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability;
provided, however, that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
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loyalty to the Company or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing
violations of law; (iii) under sections 61 or 62 of Chapter 156B of the
General Laws of Massachusetts; or (iv) for any transaction from which
the director derived an improper personal benefit.
Officers who are not directors may be indemnified to the extent
authorized by the Board of Directors.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provision,
the Company 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 of 1933, as amended and is therefore
unenforceable.
