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As filed with the Securities and Exchange Commission on
May 3, 1995 Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
IONICS, INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts 04-2068530
(State or other jurisdic- (I.R.S. Employer
tion of incorporation Identification No.)
or organization)
65 Grove Street
Watertown, Massachusetts 02172
(Address of Principal Executive Offices) (Zip Code)
_____________________________
IONICS, INCORPORATED
1994 RESTRICTED STOCK PLAN
(Full title of the plan)
_____________________________
Stephen Korn
Vice President and General Counsel
Ionics, Incorporated
65 Grove Street
Watertown, Massachusetts 02172
(617) 926-2500
(Name, address and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
___________________________________________________________________
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price(2) fee(3)
___________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 450,000 shs. $27.25 $12,262,500 $4,228.45
$1.00 par value
___________________________________________________________________
<FN>
(1) This Registration Statement also covers such indeterminable
number of additional shares of Common Stock as may become
deliverable as a result of future adjustments in accordance
with the terms of the Ionics, Incorporated 1994 Restricted
Stock Plan.
(2) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and (h) and based
upon the average of the high and low prices of the Common
Stock of Ionics, Incorporated (the "Company) on April 27,
1995, on the New York Stock Exchange.
(3) Pursuant to Section 6(b).
</TABLE>
This Registration Statement will become effective
automatically upon the date of filing, pursuant to the provisions
of Section 8 of the Securities Act of 1933 and Rule 462 enacted
thereunder, or such other day as the Commission acting pursuant to
said Section 8 may determine.
__________________________________________________________________
The approximate date of proposed sale to the public and cross
reference sheet called for by Items 501(a) and (b) of Regulation
S-K are not applicable and have been omitted.
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PART I
Pursuant to Part I of Form S-8, the information required by
Item 1, Plan Information, and Item 2, Registrant Information and
Employee Plan Annual Information, of Form S-8 has not been filed as
part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1994.
(b) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 pursuant to Section 12 thereof.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part
of this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the offering of the
shares of Common Stock of the Company are being passed upon for the
Company by Stephen Korn, Vice President, General Counsel and Clerk
of the Company. Mr. Korn is the beneficial owner of 42,800 shares
of Common Stock in the form of presently exercisable stock options,
and 94 shares held in the Company's Section 401(k) Stock Savings
Plan (based on December 31, 1994 401(k) plan data).
Item 6. Indemnification of Directors and Officers.
The Company is permitted by Massachusetts law and required by
its By-laws to indemnify any director or officer or former director
or officer against all expenses and liabilities reasonably incurred
by him in connection with any legal action in which such person is
involved by reason of his position with the Company unless he shall
have been finally adjudicated in any action, suit or proceeding not
to have acted in good faith in the reasonable belief that his
action was in the best interests of the Company. Such
indemnification shall include payment by the Company of expenses
incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action, or defending a
civil or criminal action or proceeding, upon the Company's receipt
of the undertaking of the person indemnified to repay such payment
if such person shall be adjudicated not entitled to such
indemnification.
Directors and officers are also insured up to an aggregate
amount of $5,000,000 under a Directors' and Officers' Liability and
Company Reimbursement Policy.
The Company's Restated Articles of Organization include a
provision limiting the personal liability of a director of the
Company to its stockholders for monetary damages for breaches of
their fiduciary duty to the extent permitted by the Massachusetts
Business Corporation Law.
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See Item 9(c) for a statement concerning indemnification for
liabilities under the Securities Act of 1933.
Item 7. Exemption for Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.0 Instruments defining the rights of security
holders, including indentures
*4.1 Rights Agreement, dated as of December 22,
1987, as amended and restated as of August
22, 1989, between the Company and The First
National Bank of Boston (filed as Exhibit 1
to the Company's Current Report on Form 8-K
dated August 30, 1989).
*4.2 Indenture, dated as of December 22, 1987,
between the company and The First National
Bank of Boston, relating to Rights Agreement
(filed as Exhibit 2 to the Company's Current
Report on Form 8-K dated December 22, 1987).
*4.3 Form of Common Stock Certificate (filed as
Exhibit 4.10 to the Company's registration
statement on Form S-2, No. 33-38290, filed
on December 18, 1990).
*4.4 Ionics, Incorporated 1979 Stock Option Plan,
as amended through February 17, 1994 (filed
as Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1993).
*4.5 Ionics, Incorporated 1994 Restricted Stock
Plan (filed as Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the
year ended December 31, 1994).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, General Counsel
24.0 Consents of experts and counsel
__________________
*Incorporated herein by reference
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Exhibit No. Description
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Stephen Korn, General Counsel
(contained in Exhibit 5 hereto)
25.0 Power of attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
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 of 1933;
(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, represents 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 registration statement is on Form S-3 or Form
S-8 and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
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(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 connected 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Town of
Watertown and Commonwealth of Massachusetts on the 3rd day of May,
1995.
IONICS, INCORPORATED
By: /s/ Arthur L. Goldstein
Arthur L. Goldstein, Chairman of the Board,
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Arthur L. Goldstein Chairman of the Board, May 3, 1995
Arthur L. Goldstein President and Chief
Executive Officer
(Principal Executive Officer)
/s/Robert J. Halliday Vice President, May 3, 1995
Robert J. Halliday Finance and Accounting
and Chief Financial Officer
(Principal Financial
and Accounting Officer)
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Signature Title Date
/s/Arthur L. Goldstein Director, Chairman of May 3, 1995
Arthur L. Goldstein the Board of Directors
/s/William L. Brown Director May 3, 1995
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director May 3, 1995
Arnaud de Vitry d'Avaucourt
/s/Lawrence E. Fouraker Director May 3, 1995
Lawrence E. Fouraker
/s/Samuel A. Goldblith Director May 3, 1995
Samuel A. Goldblith
/s/Kachig Kachadurian Director May 3, 1995
Kachig Kachadurian
/s/William E. Katz Director May 3, 1995
William E. Katz
Director
Robert B. Luick
/s/John J. Shields Director May 3, 1995
John J. Shields
/s/Carl S. Sloane Director May 3, 1995
Carl S. Sloane
/s/Mark S. Wrighton Director May 3, 1995
Mark S. Wrighton
/s/Allen S. Wyett Director May 3, 1995
Allen S. Wyett
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FORM S-8
IONICS, INCORPORATED 1994 RESTRICTED STOCK OPTION PLAN
EXHIBIT INDEX
Exhibit No. Description
4.0 Instruments defining the rights of security
holders, including indentures.
*4.1 Rights, Agreement, dated as of December 22,
1987, as amended and restated as of August 22,
1989, between the Company and The First
National Bank of Boston (filed as Exhibit 1 to
the Company's Current Report on Form 8-K dated
August 30, 1989).
*4.2 Indenture, dated as of December 22, 1987,
between the Company and The First National Bank
of Boston, relating to Rights Agreement (filed
as Exhibit 2 to the Company's Current Report on
Form 8-K dated December 22, 1987).
*4.3 Form of Common Stock Certificate (filed as
Exhibit 4.10 to the Company's registration
statement on Form S-2, No. 33-38290, filed on
December 18, 1990).
*4.4 Ionics, Incorporated 1979 Stock Option Plan, as
amended through February 17, 1994 (filed as
Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended December 31,
1993).
*4.5 Ionics, Incorporated 1994 Restricted Stock Plan
(filed as Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1994).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, Esquire
24.0 Consents of experts and counsel
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Stephen Korn,
General Counsel
(contained in Exhibit 5 hereto)
25.0 Power of attorney
__________________
*Incorporated herein by reference
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Exhibit 5
May 3, 1995
Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
Re: Registration Statement on Form S-8 relating to
the Ionics, Incorporated 1994 Restricted Stock Plan
Gentlemen:
As General Counsel for Ionics, Incorporated, a Massachusetts
corporation (the "Company"), I am familiar with its corporate
affairs. In particular, I have acted as counsel for the
Company in connection with the registration of 450,000 shares
of the Company's common stock, par value $1.00 per share (the
"Shares"), reserved for issuance under the Ionics, Incorporated
1994 Restricted Stock Plan (the "Plan"), pursuant to a
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, and
the conduct of certain corporate proceedings relating thereto.
As such counsel, I have examined and am familiar with the
Registration Statement, certain corporate records of the
Company, including its Restated Articles of Organization, as
amended, its By-laws, minutes of meetings of its Board of
Directors and stockholders, and such other documents,
instruments and certificates of government officials as I have
deemed necessary as a basis for the opinions herein expressed.
In my examination described in the preceding paragraph, I have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as originals, the conformity to
the corresponding originals of all documents submitted to me as
copies, the authenticity of the originals of such copies, and
the accuracy and completeness of all corporate records.
I have made such examination of Massachusetts law as I have
deemed relevant for purposes of this opinion, but have not made
any review of the laws of any other state or jurisdiction.
Accordingly, this opinion is limited to Massachusetts law.
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Based upon and subject to the foregoing, I am of the opinion
that the Shares to be issued by the Company from time to time
pursuant to the Plan will be duly authorized, validly issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to me in Item
5, Interests of Named Experts and Counsel, in the Registration
Statement. This opinion is being furnished to you solely for
the foregoing use and, other than in connection with such use,
is not to be disseminated, reproduced or published in any form,
used for any other purpose or relied upon by any other person
or entity without my prior written consent.
Very truly yours,
/s/Stephen Korn
Stephen Korn
General Counsel
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Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of the Ionics 1994 Restricted Stock Plan
of our reports dated February 22, 1995, on our audits of the
consolidated financial statements and the financial statement
schedule of Ionics, Incorporated as of December 31, 1994 and
1993 and for each of the three fiscal years in the period ended
December 31, 1994, which are included in the Corporation's
Annual Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 2, 1995
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Exhibit 25
POWER OF ATTORNEY
Each person whose signature appears below hereby severally
appoints Arthur L. Goldstein and Stephen Korn and each of them his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Registration Statement
on Form S-8 herewith filed with the Securities and Exchange
Commission, and any and all amendments (including post-effective
amendments) to such Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, for the purpose of registering
shares of Common Stock, par value $1.00 per share, of Ionics,
Incorporated, granting unto said attorney-in-fact and agent, and each
to them, full power and authority to do and perform each and every act
and thing fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
WITNESS our hands and common seal on the dates set forth below.
Signature Title Date
/s/Arthur L. Goldstein Chairman of the Board, May 3, 1995
Arthur L. Goldstein President and Chief
Executive Officer
/s/William L. Brown Director May 3, 1995
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director May 3, 1995
Arnaud de Vitry d'Avaucourt
/s/Lawrence E. Fouraker Director May 3, 1995
Lawrence E. Fouraker
/s/Samuel A. Goldblith Director May 3, 1995
Samuel A. Goldblith
/s/Kachig Kachadurian Director May 3, 1995
Kachig Kachadurian
/s/William E. Katz Director May 3, 1995
William E. Katz
Director
Robert B. Luick
/s/John J. Shields Director May 3, 1995
John J. Shields
/s/Carl S. Sloane Director May 3, 1995
Carl S. Sloane
/s/Mark S. Wrighton Director May 3, 1995
Mark S. Wrighton
/s/Allen S. Wyett Director May 3, 1995
Allen S. Wyett
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