FILED PURSUANT TO RULE
424(b)(3) OF THE
SECURITIES ACT OF 1933,
AS AMENDED.
REGISTRATION STATEMENT
NO. 333-39684
REOFFER PROSPECTUS
6,986 SHARES
Ionics, Incorporated
Common Stock
(par value $1.00 per share)
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This reoffer prospectus relates to 6,986 shares of the common stock of
Ionics, Incorporated, a Massachusetts corporation ("Ionics"), which may be sold
from time to time by certain selling stockholders of Ionics. These shares were
issued pursuant to our 1998 Non-Employee Directors' Fee Plan. The selling
stockholders may sell the shares from time to time, subject to certain
restrictions. Ionics will receive no proceeds from the sale of these shares.
Our common stock is traded on the New York Stock Exchange under the
symbol "ION." On December 4, 2000, the last reported sale price of our common
stock on the New York Stock Exchange was $22.69 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Reoffer Prospectus is December 5, 2000.
<PAGE>
AVAILABLE INFORMATION
This prospectus is part of a registration statement on Form S-8 we
filed with the Securities and Exchange Commission in connection with this
offering and does not contain all of the information included in the
registration statement. Whenever a reference is made in this prospectus to any
contract or other document of ours, the reference may not be complete, and you
should refer to the exhibits that are a part of the registration statement for a
copy of the contract or document.
In addition to the registration statement, we file annual, quarterly
and current reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy the registration statement and
any other documents we file at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the Public Reference Room.
In addition, the Securities and Exchange Commission maintains a web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission.
We will provide without charge to each person who is delivered a
prospectus, upon written or oral request, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to those documents unless
those exhibits are specifically incorporated by reference into those documents).
Requests for copies should be directed to Ionics, Incorporated, 65 Grove Street,
Watertown, Massachusetts 02472 (telephone: (617) 926-2500).
<PAGE>
THE COMPANY
Ionics is a leading water purification company engaged worldwide in the
supply of water and of water treatment equipment through the use of proprietary
separations technologies and systems. Our products and services are used by us
or our customers to desalt brackish water and seawater, to purify and supply
bottled water, to treat water in the home, to manufacture and supply water
treatment chemicals and ultrapure water, to process food products, recycle and
reclaim process water and wastewater, and to measure levels of waterborne
contaminants and pollutants. Our customers include industrial companies,
consumers, municipalities and other governmental entities, and utilities.
Over fifty years ago, the Company pioneered the development of the
ion-exchange membrane and the electrodialysis process. Since that time, the
Company has expanded its separations technology base to include a number of
membrane and non-membrane-based separations processes which the Company refers
to as The Ionics Toolbox(R). These separations processes include electrodialysis
reversal (EDR), reverse osmosis (RO), ultrafiltration (UF), microfiltration
(MF), electrodeionization (EDI), electrolysis, ion exchange, carbon adsorption,
and thermal processes such as evaporation and crystallization, as well as
solvent extraction and recovery processes. We believe that we are the world's
leading manufacturer of ion-exchange membranes and of membrane-based systems for
the desalination of water.
We were incorporated in Massachusetts in 1948. Our principal executive
offices are located at 65 Grove Street, Watertown, Massachusetts 02472.
This prospectus contains certain "forward-looking statements"
(statements that are not historical fact) based on our current expectations,
assumptions, estimates and projections about our Company and our industry. These
forward-looking statements involve risks and uncertainties. Our actual results
could differ materially from those anticipated in those forward-looking
statements as a result of many factors, as more fully described in our filings
with the Securities and Exchange Commission.
USE OF PROCEEDS
Ionics will not receive any proceeds from the sale of shares by the
selling stockholders. See "Selling Stockholders" and "Plan of Distribution."
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder and
(a) the number of shares of common stock each selling stockholder beneficially
owned as of the date of this prospectus and prior to this offering, (b) the
number of shares of common stock being offered hereby by such selling
stockholder and (c) the number of shares of and the percentage of common stock
outstanding to be beneficially owned by each selling stockholder following this
offering, assuming the sale of all shares by the selling stockholders that are
registered hereby. There is no assurance that any of the selling stockholders
will participate in this offering. Each selling stockholder is a director of
Ionics.
<TABLE>
<CAPTION>
Percentage of
Shares Shares
Shares Shares Covered Beneficially Benefically
Beneficially by this Owned After Owned After
Name Owned (#) Prospectus this offering (#) this Offering
---- --------- ---------- ----------------- -------------
<S> <C> <C> <C> <C>
Douglas R. Brown 20775 (1) 775 20,000 (1) *
Stephen L. Brown 331 331 0
William L. Brown 21,113 (2) 1,113 20,000 (2) *
Kathleen F. Feldstein 7,774 (3) 1,274 6,500 (3) *
William K. Reilly 331 331 0
John J. Shields 14,574 (4) 614 13,960 (4) *
Daniel I.C. Wang 9,274 (5) 1,274 8,000 (5) *
Mark S. Wrighton 14,374 (6) 1,274 13,100 (6) *
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</TABLE>
# The number of shares of common stock deemed outstanding as of the date of
this prospectus for each individual includes shares of common stock
outstanding on such date owned by such individual and all shares of common
stock subject to stock options held by such individual exercisable as of
the date of this prospectus or within 60 days thereafter.
* Less than 1%
(1) Includes 10,000 shares which Mr. Douglas R. Brown has the right to acquire
pursuant to the exercise of stock options.
(2) Includes 17,000 shares which Mr. William L. Brown has the right to acquire
pursuant to the exercise of stock options.
(3) Includes 6,000 shares which Ms. Feldstein has the right to acquire pursuant
to the exercise of stock options.
(4) Includes 13,500 shares which Mr. Shields has the right to acquire pursuant
to the exercise of stock options.
(5) Includes 8,000 shares which Mr. Wang has the right to acquire pursuant to
the exercise of stock options.
(6) Includes 13,000 shares which Mr. Wrighton has the right to acquire pursuant
to the exercise of stock options.
<PAGE>
PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to
time by the selling stockholders for each of their own account, subject to
certain restrictions. Ionics will receive no proceeds from this offering. The
selling stockholders will pay or assume brokerage commissions or other charges
and expenses incurred in the sale of the shares.
The selling stockholders' sale of their shares is not currently subject
to any underwriting agreement. The shares covered by this prospectus may be sold
by the selling stockholders or by pledgees, donees, transferees, distributees or
other successors in interest of the selling stockholders from time to time. The
selling stockholders may sell their shares from time to time at fixed prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. Sales may be
effected in the over-the-counter market, on the New York Stock Exchange, or on
any exchange on which the shares may then be listed. The selling stockholders
may sell the shares by one or more of the following: (a) in one or more block
trades in which a broker or dealer so engaged will attempt to sell all or a
portion of the shares held by the selling stockholders as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) through purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; (c) in ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) in negotiated transactions; and (e) through other means.
The selling stockholders may effect these transactions by selling
shares to or through broker-dealers, and those broker-dealers may receive
compensation in the form of underwriting discounts, concessions, commissions, or
fees from the selling stockholders and/or purchasers of the shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). These broker-dealers and the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act, in
connection with those sales, and any commissions received by them and any profit
on the resale of shares placed by them might be deemed to be underwriting
compensation.
Any shares of our common stock covered by this Prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus. The selling stockholders are not
restricted as to the price or prices at which they may sell their shares. Sales
of shares of common stock at less than the market prices may depress the market
price of our common stock. The selling stockholders are restricted as to the
number of shares which may be sold at any one time pursuant to Rule 144. In
addition, the selling stockholders may decide not to sell all, none or a portion
of their shares.
We have informed the selling stockholders that the anti-manipulation
rules under the Exchange Act (including, without limitation, Rule 10b-5 and
Regulation M - Rule 102) may apply to sales in the market and we will furnish
the selling stockholders upon request with a copy of these Rules. We will also
inform the selling stockholders of the need for delivery of copies of this
prospectus.
State Street Bank and Trust Company, Boston, Massachusetts, is the
transfer agent for our common stock.
<PAGE>
LEGAL MATTERS
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 98,318 shares of Common Stock, including 96,000 presently
exercisable stock options and 1,095 shares held in the Company's Section 401(k)
Stock Savings Plan (based on November 30, 2000 plan data).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Commission pursuant to the
Exchange Act are incorporated in this prospectus by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed pursuant to the Securities Exchange Act of 1934, as
amended, which contains audited financial statements for the fiscal year
ended December 31, 1999.
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended September 30, June 30, and March 31, 2000 filed pursuant to the
Securities Exchange Act of 1934, as amended, which contains unaudited
financial statements for the fiscal quarters ended September 30, June 30,
and March 31, 2000, respectively.
3. 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, as amended, pursuant to Section 12 thereof.
All documents subsequently filed by Ionics pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed incorporated by reference in this prospectus and made
a part hereof from the date of filing of those documents. Any statement
contained in a document incorporated or deemed incorporated by reference in this
prospectus shall be deemed modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed incorporated by reference
herein or in any prospectus supplement modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
<PAGE>
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You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of Common Stock only in jurisdictions where offers
and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the Common Stock. In this
prospectus, references to "Ionics," "we," "our" and "us" refer to Ionics,
Incorporated.
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TABLE OF CONTENTS
Page
Available Information ...................... 2
Ionics...................................... 3
Use of Proceeds ............................ 3
Selling Stockholders........................ 4
Plan of Distribution ....................... 5
Legal Matters .............................. 6
Incorporation of Certain Information
by Reference.............................. 6
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6,986 Shares
Ionics, Incorporated
6,986 Shares
Common Stock
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REOFFER
PROSPECTUS
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December 5, 2000
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