As filed with the Securities and Exchange Commission on
June 5, 1996 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
1979 STOCK OPTION 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)
Total of Sequentially Numbered Pages: 13
Exhibit Index on Sequentially Numbered: 9
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CALCULATION OF REGISTRATION FEE
___________________________________________________________________
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)
___________________________________________________________________
Common Stock, 700,000 shs. $49.31 $34,517,000 $11,902.41
$1.00 par value
___________________________________________________________________
(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 1979 Stock Option
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 June 3, 1996,
on the New York Stock Exchange.
(3) Pursuant to Section 6(b).
In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
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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This Registration Statement registers additional securities
of the same class as other securities for which registration
statements filed on this form relating to the Ionics, Incorporated
1979 Stock Option Plan are effective (Registration Nos. 33-54293,
33-14194, 33-5814, 33-2092, 33-1178, 2-64255, 2-72936 and 2-82780).
Pursuant to General Instruction E of Form S-8, the registrant
incorporates by reference the following information from the
registrant's prior registration statement on Form S-8 filed in
connection with said Plan (Registration No. 33-54293).
Information to be Incorporated by Reference
1. Item 3, "Incorporation of Documents by Reference" (p. 3 of
Registration No. 33-54293).
2. Item 4, "Description of Securities" - Not Applicable.
3. Item 6, "Indemnification of Directors and Officers" (p. 4 of
Registration No. 33-54293).
Information Required in this Registration Statement
Item 4. 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
41,800 shares of Common Stock in the form of presently
exercisable stock options, 243 shares held in the Company's
Section 401(k) Stock Savings Plan (based on December 31, 1995
401(k) plan data), and 1,223 shares of Common Stock granted
under the Ionics 1994 Restricted Stock Plan.
Item 5. Exemption for Registration Claimed.
Not applicable.
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Item 6. 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 22, 1996 (filed
as Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1995).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, General Counsel
23.0 Consents of experts and counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Stephen Korn, General Counsel
(contained in Exhibit 5 hereto)
24.0 Power of attorney
__________________
*Incorporated herein by reference
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Item 7. 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 4th day of
June, 1996.
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, June 4, 1996
Arthur L. Goldstein President and Chief
Executive Officer
(Principal Executive Officer)
/s/Robert J. Halliday Vice President, June 4, 1996
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 June 4, 1996
Arthur L. Goldstein the Board of Directors
Director
Douglas R. Brown
/s/William L. Brown Director June 4, 1996
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director June 4, 1996
Arnaud de Vitry d'Avaucourt
/s/Samuel A. Goldblith Director June 4, 1996
Samuel A. Goldblith
/s/Kachig Kachadurian Director June 4, 1996
Kachig Kachadurian
/s/William E. Katz Director June 4, 1996
William E. Katz
/s/Robert B. Luick Director June 4, 1996
Robert B. Luick
/s/John J. Shields Director June 4, 1996
John J. Shields
/s/Carl S. Sloane Director June 4, 1996
Carl S. Sloane
/s/Mark S. Wrighton Director June 4, 1996
Mark S. Wrighton
/s/Allen S. Wyett Director June 4, 1996
Allen S. Wyett
By
Attorney-In-Fact
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FORM S-8
IONICS, INCORPORATED 1979 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 22, 1996 (filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, Esquire
23.0 Consents of experts and counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Stephen Korn,
General Counsel
(contained in Exhibit 5 hereto)
24.0 Power of attorney
__________________
*Incorporated herein by reference
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[LOGO] IONICS Address Mail To:
----------------- P.O. Box 9131
IONICS, INCORPORATED Watertown, Massachusetts 02272-9131
65 Grove Street
Watertown, Massachusetts 02172-2882
Telephone: (617) 926-2500
Fax: (617) 926-4304
June 4, 1996
Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
Re: Registration Statement on Form S-8 relating to
the Ionics, Incorporated 1979 Stock Option 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 700,000 shares of the Company's
common stock, par value $1.00 per share (the "Shares"), reserved for
issuance under the Ionics, Incorporated 1979 Stock Option 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 af originals, the conformity to the
corresponding originals of all documents submitted to me as 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. Furthermore, the stock options granted or to be granted
from time to time by the Company under the Plan are or will be, as
the case may be, legally authorized and issued options for the
purchase of Common Stock in accordance with their terms.
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 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of Ionics, Incorporated on Form S-8
of our reports dated February 20, 1996 on our audits of the
consolidated financial statements and the financial
statement schedule of Ionics, Incorporated as of December
31, 1995 and 1994 and for the years ended December 31, 1995,
1994, and 1993.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 4, 1996
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Exhibit 24
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, President June 4, 1996
Arthur L. Goldstein and Chief Executive Officer
/s/Douglas R. Brown Director June 4, 1996
Douglas R. Brown
Director June 4, 1996
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director June 4, 1996
Arnaud de Vitry d'Avaucourt
/s/Samuel A. Goldblith Director June 4, 1996
Samuel A. Goldblith
/s/Kachig Kachadurian Director June 4, 1996
Kachig Kachadurian
/s/William E. Katz Director June 4, 1996
William E. Katz
/s/Robert B. Luick Director June 4, 1996
Robert B. Luick
/s/John J. Shields Director June 4, 1996
John J. Shields
/s/Carl S. Sloane Director June 4, 1996
Carl S. Sloane
/s/Mark S. Wrighton Director June 4, 1996
Mark S. Wrighton
/s/Allen S. Wyett Director June 4, 1996
Allen S. Wyett
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