As filed with the Securities and Exchange Commission on August 14, 1997
Registration No. 33-54400
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 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
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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. 2 is to update 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.
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PROSPECTUS
IONICS, INCORPORATED
62,500 Shares
Common Stock
$1.00 par value per share
This Prospectus relates to the offer and sale of 62,500
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 August 13, 1997, the
Closing price of the Common Stock on the NYSE was $41 5/16.
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.
The date of this Prospectus is August 14, 1997
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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 to Stephen Korn, Clerk, Ionics,
Incorporated, 65 Grove Street, Watertown, Massachusetts 02172
(telephone: (617) 926-2500).
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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 August 11, 1997, 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 Available
Beneficially for Sale
Name Owned Hereunder
<S> <C> <C>
Douglas R. Brown 4,000 4,000
William L. Brown 13,000 11,000
Arnaud de Vitry d'Avaucourt 29,500 7,500
Robert B. Luick 15,900(1) 7,500
John J. Shields 7,960 7,500
Carl S. Sloane 5,500 5,000
Daniel I.C. Wang 2,000 2,000
Mark S. Wrighton 7,100 7,000
Allen S. Wyett 13,150 11,000
<FN>
(1) Includes 200 shares held by a member of Mr. Luick's immediate
family, as to which Mr. Luick disclaims beneficial ownership.
</TABLE>
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PLAN OF DISTRIBUTION
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 Stockholders 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 81,596 shares of Common Stock,
including 80,000 shares of Common Stock in the form of presently
exercisable stock options and 373 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, 1996.
(b) The Quarterly Reports of the Company on Form 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997.
(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.
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(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.
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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, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1997 and June 30, 1997.
(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.
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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 81,596 shares of Common Stock,
including 80,000 shares of Common Stock in the form of presently
exercisable stock options and 373 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.
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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 19, 1997(filed as
Exhibit 10.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996).
*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).
23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Stephen Korn, General Counsel (included in Exhibit
5 as previously filed).
*24.0 Power of Attorney (filed on November 12, 1992 as Exhibit 25
to Company's registration statement on Form S-8).
___________________________________
* Incorporated herein by reference.
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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.
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(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.
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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. 2 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 13th day of August, 1997.
IONICS, INCORPORATED
By: /s/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. 2 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 August 13, 1997
Arthur L. Goldstein President and Chief
Executive Officer
(Principal Executive Officer)
/s/Robert J. Halliday Vice President, August 13, 1997
Robert J. Halliday Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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Signature Title Date
/s/Arthur L. Goldstein* Director August 13, 1997
Arthur L. Goldstein (Chairman of the
Board of Directors)
Director
Douglas R. Brown
/s/William L. Brown* Director August 13, 1997
William L. Brown
/s/Arnaud de Vitry D'Avaucourt* Director August 13, 1997
Arnaud de Vitry d'Avaucourt
/s/William E. Katz* Director August 13, 1997
William E. Katz
/s/Robert B. Luick* Director August 13, 1997
Robert B. Luick
/s/John J. Shields* Director August 13, 1997
John J. Shields
Director
Carl S. Sloane
Director
Daniel I.C. Wang
Director
Mark S. Wrighton
/s/Allen S. Wyett* Director August 13, 1997
Allen S. Wyett
*By: /s/Stephen Korn
Stephen Korn
Attorney-in-fact
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description of Exhibits Page
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 19, 1997 (filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1996).
5.1 Opinion of Stephen Korn, General Counsel (filed as *
Exhibit 5.1 to the Company's registration statement
on Form S-8).
23.1 Consent of Coopers & Lybrand L.L.P. 16
23.2 Consent of Stephen Korn, General Counsel (included *
in Exhibit 5.1 as previously filed).
24.0 Power of Attorney (field as Exhibit 25 to Company's *
registration statement on Form S-8).
___________________________________
* Incorporated herein by reference.
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[LOGO] COOPERS Coopers & Lybrand L.L.P.
& LYBRAND
a professional services firm
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
(No. 33-54400) relating to the 1986 Stock Option Plan for Non-
Employee Directors of Ionics, Incorporated of our reports
dated February 18, 1997, on our audits of the consolidated
consolidated financial statements and the financial schedule
of Ionics, Incorporated as of December 31, 1996 and 1995 and
for each of the three fiscal years in the period ended
December 31, 1996, which are included in the Corporation's
1996 Annual Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 13, 1997
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