As filed with the Securities and Exchange Commission on
June 13, 1997 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
1997 STOCK INCENTIVE 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 Page: 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, 1,000,000 shs. $48.44 $48,440,000 $14,678.79
$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 1997 Stock
Incentive 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 9, 1997,
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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PART I
Pursuant to Part I of Form S-8, the information required by
Item 1, Plan Information, and Item 2, Registrant Information and
Employee Plan Annual Information, of Form S-8 has not been filed as
part of this Registration Statement.
PART II
Information to be Incorporated by Reference.
The following documents filed with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the
fiscal year ended December 31, 1996.
(b) The quarterly report of the Company on Form 10-Q for the
fiscal quarter ended March 31, 1997.
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 pursuant to Section 12 thereof.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute part
of this Registration Statement.
Information Required in this Registration Statement
Item 4. Description of Securities.
Not applicable.
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Item 5. 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 81,581 shares
of Common Stock in the form of 80,000 presently exercisable stock
options, 358 shares held in the Company's Section 401(k) Stock
Savings Plan (based on December 31, 1996 plan data), and 1,223
shares of Common Stock granted under the Ionics 1994 Restricted
Stock 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 defending a
civil or criminal 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 $10,000,000 under Directors' and Officers' Liability and
Company Reimbursement Policies.
The Company's Restated Articles of Organization include a
provision limiting the personal liability of a director 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.
See Item 9(c) for a statement concerning indemnification for
liabilities under the Securities Act of 1933.
Item 7. Exemption for Registration Claimed.
Not applicable.
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Item 8. 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 17, 1994 (filed as
Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
*4.5 Ionics, Incorporated 1994 Restricted Stock Plan
(filed as Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1994).
*4.6 Ionics, Incorporated 1997 Stock Incentive Plan
(filed as Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1996).
*4.7 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 year
ended December 31, 1996).
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 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 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 12th day of
June, 1997.
IONICS, INCORPORATED
By:/s/Arthur L. Goldstein
Arthur L. Goldstein, Chairman of the
Board, President and
Chief Executive Officer
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<TABLE>
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.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Arthur L. Goldstein Chairman, President and Chief June 12, 1997
Arthur L. Goldstein Executive Officer (Principal
Executive Officerj) and Director
/s/Robert J. Halliday Vice President, Finance and June 12, 1997
Robert J. Halliday Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/Douglas R. Brown Director June 12, 1997
Douglas R. Brown
/s/William L. Brown* Director June 12, 1997
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director June 12, 1997
Arnaud de Vitry d'Avaucourt
/s/William E. Katz Director June 12, 1997
William E. Katz
/s/Robert B. Luick Director June 12, 1997
Robert B. Luick
/s/John J. Shields Director June 12, 1997
John J. Shields
/s/Carl S. Sloane Director June 12, 1997
Carl S. Sloane
/s/Daniel I.C. Wang Director June 12, 1997
Daniel I.C. Wang
/s/Mark S. Wrighton Director June 12, 1997
Mark S. Wrighton
/s/Allen S. Wyett Director June 12, 1997
Allen S. Wyett
*By: /s/Stephen Korn
Stephen Korn
Attorney-In-Fact
</TABLE>
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<TABLE>
FORM S-8
IONICS, INCORPORATED 1997 STOCK INCENTIVE PLAN
EXHIBIT INDEX
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Pages
<S> <C> <C>
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 17, 1994 (filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
4.5 Ionics, Incorporated 1994 Restricted Stock Plan (filed *
as Exhibit 10.12 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
4.6 Ionics, Incorporated 1997 Stock Incentive Plan (filed as *
Exhibit 10.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
4.7 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 year ended
December 31, 1996).
5.0 Opinion re legality
5.1 Opinion of Stephen Korn, General Counsel 10
23.0 Consents of experts and counsel
23.1 Consent of Coopers & Lybrand L.L.P. 12
23.2 Consent of Stephen Korn, General Counsel
(contained in Exhibit 5 hereto)
24.0 Power of Attorney 13
__________________
*Incorporated herein by reference
</TABLE>
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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 12, 1997
Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
Re: Registration Statement on Form S-8 relating to
the Ionics, Incorporated 1997 Stock Incentive 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 1,000,000 shares of the
Company's common stock, par value $1.00 per share (the "Shares"),
reserved for issuance under the Ionics, Incorporated 1997 Stock
Incentive 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 as originals, the conformity to the
corresponding originals of all documents submitted to me as
copies, the authenticity of the originals of such copies, and the
accuracy and completeness of all corporate records.
/10
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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.
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.
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
/11
[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
of our reports dated February 18, 1997 on our audits of the
consolidated financial statements and the financial
statement schedule of Ionics, Incorporated as of December
31, 1996 and 1995 and for the years ended December 31, 1996,
1995, and 1994.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 12, 1997
/12
<TABLE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned Officers and Directors of Ionics, Incorporated hereby
severally constitute Arthur L. Goldstein, Stephen Korn and each of them to
sign for and in their names in the capacities indicated below, the
Registration Statement on Form S-8 dated June 12, 1997, herewith filed
with the Securities and Exchange Commission, and any and all amendments
thereto, for the purpose of registering shares of Common Stock, par value
$1 per share, of Ionics, Incorporated, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to said
Registration Statement and any and all amendments to said Registration
Statement.
Witness our hands and common seal on the dates set forth below.
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/Arthur L. Goldstein Chairman, President, June 12, 1997
Arthur L. Goldstein Chief Executive Officer
(Principal Executive Officer)
and Director
/s/Douglas R. Brown Director June 12, 1997
Douglas R. Brown
/s/William L. Brown Director June 12, 1997
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director June 12, 1997
Arnaud de Vitry d'Avaucourt
/s/William E. Katz Director June 12, 1997
William E. Katz
/s/Robert B. Luick Director June 12, 1997
Robert B. Luick
/s/John J. Shields Director June 12, 1997
John J. Shields
/s/Carl S. Sloane Director June 12, 1997
Carl S. Sloane
/s/Daniel I.C. Wang Director June 12, 1997
Daniel I.C. Wang
/s/Mark S. Wrighton Director June 12, 1997
Mark S. Wrighton
/s/Allen S. Wyett Director June 12, 1997
Allen S. Wyett
</TABLE>
/13
