PROSPECTUS
IONICS, INCORPORATED
69,500 Shares
Common Stock
$1.00 par value per share
This Prospectus relates to the offer and sale of 69,500 shares (the
"Shares") of common stock, $1.00 par value per share (the "Common
Stock"), of Ionics, Incorporated (the "Company" or "Ionics") which may be
offered hereby from time to time by the selling stockholders named herein
(the "Selling Stockholders") for their own benefit. The Company will not
receive any of the proceeds from the sale of the Shares of Common Stock
by the Selling Stockholders.
The Company's Common Stock is listed on the New York Stock Exchange
(NYSE) under the symbol "ION." On February 20, 1996, the Closing price
of the Common Stock on the NYSE was $38.62.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make
any representation other than those contained in this Prospectus in
connection with the offering made hereby, and if given or made, such
information or representation must not be relied upon as having been
authorized by the Company or by any other person. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct
as of any time subsequent to the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any
security other than the securities covered by this Prospectus, nor does
it constitute an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation may not be lawfully
made. Close
The date of this Prospectus is February 21, 1996
AVAILABLE INFORMATION
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, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information are
available for inspection and copying at the public reference facilities
maintained by the Commission at 450 Fifth Street, NW, Room 1024,
Washington, D.C. 20549, and at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York 10048
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. Copies
of such material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, NW, Room 1024, Washington, D.C.
20549 at prescribed rates. In addition, reports, proxy statements and
other information concerning the Company can be inspected and copied at
the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
The Company will provide without charge to each person to whom a
copy of 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 this Prospectus and any registration
statement containing this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference in the information that this
Prospectus and any registration statement containing this Prospectus
incorporates). Such requests should be made Stephen Korn, Clerk, Ionics,
Incorporated, 65 Grove Street, Watertown, Massachusetts 02172 (telephone:
(617) 926-2500).
THE COMPANY
The Company's principal offices are located at 65 Grove Street,
Watertown, MA 02172, and its telephone number is (617) 926-2500.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares of Common Stock by the Selling Stockholders.
THE SELLING STOCKHOLDERS
This Prospectus relates to possible sales by certain stockholders
who are also non-employee directors of the Company of Shares issued
pursuant to the exercise of options granted to such stockholders under
the Company's 1986 Stock Option Plan for Non-Employee Directors.
The following table shows the name of each of the Selling
Stockholders, the number of outstanding Shares of Common Stock of the
Company beneficially owned by him as of February 15, 1996, and the number
of Shares available for resale hereunder. Because the Selling
Stockholders may sell all or part of their Shares pursuant to this
Prospectus, no estimate can be given as to the amount of Shares that will
be held by each of them upon termination of this offering.
<TABLE>
SELLING STOCKHOLDER TABLE
<CAPTION>
Number of Number of
Shares Shares Available
Beneficially for Sale
Name Owned Hereunder
<S> <C> <C>
William L. Brown 9,000 7,000
Arnaud de Vitry d'Avaucourt 175,500 13,500
Lawrence E. Fouraker 15,900 9,500
Samuel A. Goldblith 13,500 13,500
Robert B. Luick 13,700 3,500
John J. Shields 12,480 11,500
Carl S. Sloane 1,500 1,000
Mark S. Wrighton 3,100 3,000
Allen S. Wyett 9,150 7,000
</TABLE>
The Shares offered hereby are being sold by each of the Selling
Stockholders for his own account. The Company will not receive any of
the proceeds from this offering.
The Shares have been listed on the New York Stock Exchange. It is
anticipated that the Selling Stockholders may from time to time make
sales of all or part of the Shares of Common Stock covered by this
Prospectus on the New York Stock Exchange at prices and terms prevailing
at the time of any such sale. Any such sales may be made through broker-
dealers acting as agents in ordinary brokerage transactions. The Selling
Stockholders will pay brokerage commissions or discounts with respect to
the sale of Shares in amounts customary for the type of transaction
effected. In addition to sales under this Prospectus, the Selling
Stockholder may also effect sales of Shares of Common Stock covered by
this Prospectus pursuant to Rule 144 promulgated under the Act. All the
foregoing transactions will be made without payment of any underwriting
commissions or discounts, other than the customary brokers' fees normally
paid in connection with such transactions. The Selling Stockholders will
have the right to withdraw the offered Shares prior to sale. There is no
present plan of distribution.
INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Stephen Korn, Esq., Vice
President and General Counsel of the Company. Mr. Korn is the beneficial
owner of 43,227 shares of Common Stock, including 41,800 shares of Common
Stock in the form of presently exercisable stock options and 204 shares
held in the Ionics Section 401(k) Stock Savings Plan.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated
by reference in this Prospectus:
(a) The Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the Quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form
8-A, filed pursuant to Section 12(g) of the Exchange Act.
(d) All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered herein have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing such documents.
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
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 $10 million 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 directors 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.
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 provisions
or otherwise, 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 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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, the Company 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 Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
