As filed with the Securities and Exchange Commission on February 21, 1996
Registration No. 33-54400
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Containing a Reoffer Prospectus on Form S-3
Ionics, Incorporated
(Exact name of registrant as specified in its charter)
Massachusetts 04-2068530
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
65 Grove Street, Watertown, Massachusetts 02172
(Address of principal executive offices) (Zip Code)
1986 Stock Option Plan
for Non-Employee Directors
(full title of the plan)
STEPHEN KORN
Vice President and General Counsel
Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
(617) 926-2500
(Name, address including zip code and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. __
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. x
EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with
the requirements of Form S-8 and relates to the Registrant's Common Stock
offered pursuant to the Registrant's 1986 Stock Option Plan for Non-
Employee Directors. A total of 100,000 shares of Common Stock were
registered with the filing of Form S-8 on November 12, 1992. Pursuant to
Rule 416 under the Securities Act of 1933, as amended, such filing also
covered an additional 100,000 shares of Common Stock issuable under such
Plan as a result of a 2-for-1 stock split by way of 100% stock dividend
distributed on January 6, 1995. The purpose of this Amendment No. 1 is
to include a Prospectus prepared in accordance with the requirements of
Part I of Form S-3 which relates to the reoffer or resale by certain
Selling Stockholders of certain shares of the Registrant's Common Stock
covered by the Prospectus prepared in accordance with the requirements of
Form S-8.
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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1
will be sent or given to participants in the 1986 Stock Option Plan for
Non-Employee Directors as specified by Rule 428(b)(1). In accordance
with the rules and regulations of the Securities and Exchange Commission
(the "Commission") and the instructions to Form S-8, such documents are
not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2
will be sent or given to participants as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Commission and the
instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents 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.
Item 4. Description of Securities.
Not applicable.
Item 5. 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.
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 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
*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 1986 Stock Option Plan for Non-Employee
Directors, as amended through February 18, 1992 (filed as Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the year ended December 31,
1991).
*5.1 Opinion of Stephen Korn, General Counsel (filed on November 12,
1992 as exhibit 5.1 to the Company's registration statement on Form S-8).
24.1 Consent of Coopers & Lybrand L.L.P.
*24.2 Consent of Stephen Korn, General Counsel (included in Exhibit 5 as
previously filed).
*25.0 Power of Attorney (filed on November 12, 1992 as Exhibit 25 to
Company's registration statement on Form S-8).
* Incorporated herein by reference.
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 145(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.
(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 Post-Effective Amendment No. 1 to 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 21st day of
February, 1996.
IONICS, INCORPORATED
By: /s/Arthur L. Goldstein
Arthur L. Goldstein,
Chairman of the Board,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed
by the following persons in the capacities and on the date indicated.
Signature Title Date
/s/Arthur L. Goldstein Chairman of the Board 2/21/96
Arthur L. Goldstein President and Chief
Executive Officer
(Principal Executive Officer)
/s/Robert J. Halliday Vice President, 2/21/96
Robert J. Halliday Finance and Accounting and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Signature Title Date
/s/Arthur L. Goldstein* Director 2/21/96
Arthur L. Goldstein (Chairman of the
Board of Directors)
/s/William L. Brown* Director 2/21/96
William L. Brown
/s/Arnaud de Vitry D'Avaucourt* Director 2/21/96
Arnaud de Vitry d'Avaucourt
Director 2/21/96
Lawrence E. Fouraker
/s/Samuel A. Goldblith* Director 2/21/96
Samuel A. Goldblith
/s/Kachig Kachadurian* Director 2/21/96
Kachig Kachadurian
/s/William E. Katz* Director 2/21/96
William E. Katz
/s/Robert B. Luick* Director 2/21/96
Robert B. Luick
/s/John J. Shields* Director 2/21/96
John J. Shields
Director 2/21/96
Carl S. Sloane
Director 2/21/96
Mark S. Wrighton
/s/Allen S. Wyett* Director 2/21/96
Allen S. Wyett
*By: /s/Stephen Korn____ ________
Stephen Korn
Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Description of Exhibits
*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 1986 Stock Option Plan for Non-Employee
Directors, as amended through February 18, 1992 (filed as Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the year ended December 31,
1991).
*5.1 Opinion of Stephen Korn, General Counsel (filed as Exhibit 5.1 to
the Company's registration statement on Form S-8).
24.1 Consent of Coopers & Lybrand L.L.P.
*24.2 Consent of Stephen Korn, General Counsel (included
in Exhibit 5.1 as previously filed).
*25.0 Power of Attorney (field as Exhibit 25 to Company's
registration statement on Form S-8).
* incorporated herein by reference
6
7
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement on Form S-8 (No. 33-54400) relating to the 1986 Stock Option
Plan for Non-Employee Directors of Ionics, Incorporated 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 1994 Annual Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 20, 1996
15
