As filed with the Securities and Exhange Commission on June 20, 2000
Registration No. 33-54400
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 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 02472
(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 02472
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. 3 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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REOFFER PROSPECTUS
IONICS, INCORPORATED
91,000 Shares
Common Stock
$1.00 par value per share
This Prospectus relates to the offer and sale of 91,000 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 June 19, 2000, the Closing price of the Common Stock on the
NYSE was $28 7/8.
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 June 20, 2000
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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. Copies of such material can also be
obtained from the Public Reference Section of the Commission at prescribed
rates. You may call the Commission at 1-800-SEC-0330 for further information on
the Public Reference Room.
In addition, the Commission maintains a website (http://ww.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon written or oral request, 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 (other than exhibits to
those documents unless those exhibits are specifically incorporated by reference
into those documents). Such requests should be made to Stephen Korn, Clerk,
Ionics, Incorporated, 65 Grove Street, Watertown, Massachusetts 02472
(telephone: 617-926-2500).
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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
The Company will not receive any of the proceeds from the sale of the Shares of
Common Stock by the Selling Stockholders. See "Selling Stockholders" and "Plan
of Distribution."
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 such person as of May 31, 2000, 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.
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Number of Shares Number of Shares
Available Covered
Beneficially by this
Name Owned (1) (2) Prospectus
---- ----------------- -----------------
Douglas R. Brown 18,444 (3) 8,000
William L. Brown 18,782 (4) 15,000
Arnaud de Vitry d'Avaucourt 33,500 (5) 11,500
Kathleen F. Feldstein 5,443 (6) 4,000
John J. Shields 12,243 (7) 11,500
Carl S. Sloane 10,000 (8) 9,000
Daniel I. C. Wang 6,943 (9) 6,000
Mark S. Wrighton 12,043 (10) 11,000
Allen C. Wyett 17,000 (11) 15,000
(1) 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.
(2) Less than 1% of the Company's outstanding Common Stock
(3) Includes 8,000 shares which Mr. Douglas R. Brown has the right to
acquire pursuant to the exercise of stock options.
(4) Includes 15,000 shares which Mr. William L. Brown has the right to acquire
pursuant to the exercise of stock options.
(5) Includes 11,500 shares which Mr. de Vitry d'Avaucourt has the right to
acquire pursuant to the exercise of stock options. Another 12,000 shares,
as to which Mr. de Vitry d'Avaucourt shares dispositive power, are held
by a financial institution in a fiduciary capacity for the benefit of Mr.
de Vitry d'Avaucourt's wife. Such number excludes 341,926 shares held in a
trust of which Mr. de Vitry d'Avaucourt's wife is the principal beneficial
owner, and also excludes an additional 524,000 shares held in a separate
trust, of which Mr. de Vitry d'Avaucourt is the principal indirect
beneficiary. Mr. de Vitry d'Avaucourt disclaims beneficial ownership of
such 865,926 shares.
(6) Included 4,000 shares which Ms. Feldstein has the right to acquire pursuant
to the exercise of stock options.
(7) Includes 11,500 shares which Mr. Shields has the right to acquire pursuant
to the exercise of stock options.
(8) Includes 9,000 shares which Mr. Sloane has the right to acquire pursuant to
the exercise of stock options.
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(9) Includes 6,000 shares which Mr. Wang has the right to acquire pursuant to
the exercise of stock options.
(10) Includes 11,000 shares which Mr. Wrighton has the right to acquire pursuant
to the exercise of stock options.
(11) Includes 11,000 shares which Mr. Wyett has the right to acquire pursuant to
the exercise of stock options. Does not include 1,000 shares held by a
member of Mr. Wyett's immediate family, as to which Mr. Wyett disclaims
beneficial ownership.
PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to time by
the selling stockholders, each for his or her 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
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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, a portion, or any
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.
LEGAL MATTERS
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 90,086 shares of Common Stock,
including 88,000 shares of Common Stock in the form of presently exercisable
stock options and 863 shares held in the Ionics Section 401(k) Stock Savings
Plan (based on January 31, 2000 data).
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, 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.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000 filed pursuant to the Securities Exchange Act of 1934 as amended,
which contains unaudited financial statements for the fiscal quarter ended March
31, 2000.
(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 Securities 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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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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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
The Company ................................ 3
Use of Proceeds ............................ 3
Selling Stockholders........................ 3
Plan of Distribution ....................... 5
Legal Matters .............................. 6
Incorporation of Certain Information
by Reference.............................. 6
Indemnification of
Directors and Officers... ................ 7
91,000 Shares
Ionics, Incorporated
91,000 Shares
Common Stock
---------------
REOFFER
PROSPECTUS
---------------
June 20, 2000
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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 Registrant 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 of the Registrant for the
fiscal year ended December 31, 1999.
(b) The Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
ended March 31, 2000 filed pursuant to the Securities Exchange Act of 1934 as
amended, which contains unaudited financial statements of the Registrant for the
fiscal quarter ended March 31, 2000.
(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.
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 90,086 shares of Common Stock,
including 88,000 shares of Common Stock in the form of presently exercisable
stock options and 863 shares held in the Ionics Section 401(k) Stock Savings
Plan (based on January 31, 2000 data).
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 Renewed Rights Agreement, dated as of August 19, 1997,
between the Company and BankBoston N.A. (filed as
Exhibit 1 to the Company's Current Report on Form 8-K
dated August 27, 1997).
*4.2 Form of Common Stock Certificate (filed as Exhibit 4.2
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
*4.3 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, No. 33-54400).
23.1 Consent of PricewaterhouseCoopers LLP.
*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, No. 33-54400).
*Incorporated herein by reference.
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;
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(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.
(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. 3 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 20th day of June, 2000.
IONICS, INCORPORATED
By:/s/ Arthur L. Goldstein
-----------------------------
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. 3 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 June 20, 2000
Arthur L. Goldstein President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Robert J. Halliday
------------------------------ Executive Vice President, June 20, 2000
Robert J. Halliday Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 3 to Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
s/Douglas R. Brown Director June 20, 2000
-------------------
Douglas R. Brown
Stephen L. Brown Director
/s/William L. Brown Director June 20, 2000
-------------------
William L. Brown
/s/Arnaud de Vitry d'Avaucourt Director June 20, 2000
------------------------------
Arnaud de Vitry d'Avaucourt
/s/Arthur L. Goldstein Chairman of the Board June 20, 2000
---------------------- and Director
Arthur L. Goldstein
/s/William E. Katz Director June 20, 2000
------------------
William E. Katz
/s/Kathleen F. Feldstein Director June 20, 2000
------------------------
Kathleen F. Feldstein
William K. Reilly Director
/s/John J. Shields Director June 20, 2000
------------------
John J. Shields
/s/Carl S. Sloane Director June 20, 2000
-----------------
Carl S. Sloane
/s/Daniel I. C. Wang Director June 20, 2000
--------------------
Daniel I. C. Wang
/s/Mark S. Wrighton Director June 20, 2000
-------------------
Mark S. Wrighton
/s/Allen S. Wyett Director June 20, 2000
-----------------
Allen S. Wyett
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EXHIBIT INDEX
Sequentially
Exhibit No. Description of Exhibits Numbered Page
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4.1 Renewed Rights Agreement, dated as of August *
19, 1997, between the Company and
BankBoston N.A. (filed as Exhibit 1 to the
Company's Current Report on Form 8-K dated
August 27, 1997).
4.2 Form of Common Stock Certificate (filed as *
Exhibit 4.2 to the Company's Annual Report
on Form 10-K for the year ended December
31, 1995).
4.3 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, No.
33-54400).
23.1 Consent of PricewaterhouseCoopers LLP. 18
23.2 Consent of Stephen Korn, General Counsel *
(included in Exhibit 5.1 as previously filed).
24.0 Power of Attorney (filed as Exhibit 25 to *
Company's Registration Statement on Form S-8,
No. 33-5440).
*Incorporated herein by reference.
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