SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ionics, Incorporated
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2068530
______________________________________ __________________
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
65 Grove Street, Watertown, Massachusetts 02172-2882
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On August 19, 1997, the Board of Directors of Ionics,
Incorporated (the "Company") renewed its existing Rights
Agreement, dated as of December 22, 1987, between the Company
and The First National Bank of Boston, as Rights Agent (the
"Existing Rights Agreement"), and declared a dividend
distribution of one Right (as hereinafter defined) for each
share of the Company's common stock, par value $1.00 per share
(the "Common Stock"), outstanding upon the"Expiration Date"
under the Existing Rights Agreement (the "Record Date"). The
Record Date is expected to occur on December 31, 1997, but may
occur in advance of that time under certain circumstances. Each
Right will replace the common stock and note purchase rights
outstanding under the Existing Rights Agreement and initially
entitles the registered holder to purchase from the Company one
share of Common Stock, or in certain circumstances, to receive
cash, property or other securities of the Company, at a purchase
price (the "Purchase Price") of $175.00 per share of Common
Stock, subject to adjustment (the "Rights"). The description
and terms of the Rights are set forth in a Renewed Rights
Agreement (the "Renewed Rights Agreement") dated August 19,
1997 between the Company and BankBoston, N.A., as Rights
Agent. Capitalized terms used and not defined herein shall
have the respective meanings ascribed to such terms in the
Renewed Rights Agreement.
Initially, the Rights will be attached to all certificates
representing shares of Common Stock, and no separate Rights
certificates will be distributed. The Rights will separate from
the Common Stock and a "Distribution Date" will occur upon the
earliest of (i) the Close of Business on the tenth Business Day
(or such specified or unspecified later date as may be
determined by the Board of Directors of the Company (the
"Board") before the occurrence of a Distribution Date) following
a public announcement by the Company that a Person or group of
affiliated or associated Persons, with certain exceptions
(an "Acquiring Person"), has acquired, or has obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the date of such
announcement being the "Stock Acquisition Date") or (ii) the
Close of Business on the tenth Business Day (or such
specified or unspecified later date as may be determined by
the Board before the occurrence of a Distribution Date)
after the date that a tender offer or exchange offer is
first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the
Exchange Act of 1934, as amended, that would result in a
Person or group of affiliated or associated Persons becoming
an Acquiring Person.
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Until the Distribution Date, (i) the Rights will be evidenced by
the certificates for Common Stock and will be transferred with
and only with such Common Stock certificates and (ii) the
surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificates.
The Rights are not exercisable until the Distribution Date and
will expire on August 19, 2007 (the "Final Expiration Date"),
subject to extension, unless the Rights are earlier redeemed or
expire under the terms of the Renewed Rights Agreement.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will
be mailed to holders of record of the Common Stock as of the
Close of Business on the Distribution Date, and from and after
the Distribution Date, the separate Rights Certificates alone
will evidence the Rights. Except as otherwise required by the
Renewed Rights Agreement or determined by the Board of Directors
of the Company, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a Person becomes an
Acquiring Person (except pursuant to a tender or exchange offer
for all outstanding shares of Common Stock at a price and on
terms which a majority of the Company's Outside Directors
determines to be fair to and otherwise in the best interests of
the Company and its stockholders (a "Fair Offer")), each holder
of a Right will thereafter have the right to receive, upon
exercise of such Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the
Company) having a Current Market Price equal to two times the
Purchase Price of the Right. Notwithstanding the foregoing,
following the occurrence of a Flip-In Event, all Rights that
are, or (under certain circumstances specified in the Renewed
Rights Agreement) were, beneficially owned by certain Acquiring
Persons (or by certain related parties) will be null and void.
However, Rights will not be exercisable following the occurrence
of any Flip-In Event until such time as the Rights are no
longer redeemable by the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time on or after
the Stock Acquisition Date, (i) the Company shall consolidate or
otherwise combine with, or merge with or into, any other Person
or Persons (with certain exceptions) and the Company shall not
be the continuing or surviving corporation, (ii) any Person or
Persons (with certain exceptions) shall consolidate or otherwise
combine with, or merge with or into, the Company and the Company
shall be the continuing or surviving corporation, in connection
with which all or part of the outstanding shares of Common Stock
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are changed or exchanged or (iii) the Company shall sell or
otherwise transfer more than 50% of the Company's assets or
earning power, each holder of a Right (except Rights which
previously have been voided, as set forth above) shall
thereafter have the right to receive, upon exercise, a number of
shares of common stock of the acquiring company having a Current
Market Price equal to two times the Purchase Price of the Right.
The Purchase Price payable and the number of shares of Common
Stock (or the amount of cash, property or other securities)
issuable upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a
share dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) if holders of the
Common Stock are granted certain rights or warrants to subscribe
for Common Stock or convertible securities at less than the
Current Market Price of the Common Stock or (iii) upon
distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash
dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. The Company is not required to issue
fractional shares of Common Stock upon the exercise of any Right
or Rights. In lieu thereof, a cash payment may be made, as
provided in the Renewed Rights Agreement.
At any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right, subject to
adjustment, payable, at the option of the Company, in cash,
Common Stock or such other consideration as the Board of
Directors may deem appropriate. Immediately upon the
effectiveness of the action of the Board ordering redemption of
the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 per Right
redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including
without limitation the right to vote or to receive dividends.
The terms of the Rights may be amended by the Board prior to the
Distribution Date. Thereafter, the provisions of the Renewed
Rights Agreement may be amended by the Board only in order to
cure any ambiguity, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person and certain
other related parties) or to shorten or lengthen any time period
under the Renewed Rights Agreement; provided, however, that no
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amendment to lengthen the time period governing redemption
shall be made at such time as the Rights are not
redeemable.
As of December 8, 1997, there were 15,999,285 shares of Common
Stock outstanding and no shares of Common Stock were held in the
Company's treasury. As of December 8, 1997, there were 3,290,072
shares of Common Stock reserved for issuance under employee
benefit plans and pursuant to outstanding stock purchase rights.
Each share of Common Stock outstanding on the Record Date will
receive one Right. As long as the Rights are attached to the
Common Stock, the Company will issue one Right for each share of
Common Stock issued between the Record Date and the Distribution
Date, so that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a Person that attempts to acquire
the Company on an unsolicited basis without conditioning the
offer on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business
combination approved by the Board.
A conformed copy of the Renewed Rights Agreement between the
Company and the Rights Agent specifying the terms of the Rights,
which includes as Exhibit A the form of Rights Certificate, is
attached hereto as Exhibit 1 and is incorporated herein by
reference. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to such Exhibit 1.
Item 2. Exhibits.
1. Renewed Rights Agreement dated as of August 19, 1997 between
Ionics, Incorporated and BankBoston, N.A. (which includes as
Exhibit A thereto the form of Rights Certificate).(1)
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1 Incorporated herein by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated August 27, 1997
(File No. 001-07211).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
IONICS, INCORPORATED
By:/s/Stephen Korn
Name: Stephen Korn
Title: Vice President and
General Counsel
Dated: December 18, 1997
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EXHIBIT INDEX
Exhibit No. Exhibit
1. Renewed Rights Agreement dated as of August 19,
1997, between Ionics, Incorporated and
BankBoston, N.A. (which includes as Exhibit A
thereto the form of Rights Certificate).(1)
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1 Incorporated herein by reference to Exhibit 1 to the
Company's Current Report on Form 8-K dated August 27, 1997
(File No. 001-07211).
