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
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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