May 23, 1995
Exhibit 5.1
Osmonics, Inc.
5951 Clearwater Drive
Minnetonka, MN 55343
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of Osmonics, Inc. (the "Company") in connection
with a Registration Statement on Form S-8 filed by the Company with the
Securities and Exchange Commission (the "Registration Statement"),
relating to 400,000 shares of Common Stock, $0.01 par value (the "Shares")
to be issued by the Company pursuant to the terms of the Osmonics, Inc.
1995 Employee Stock Purchase Plan (the "Employee Plan"). Upon
examination of such corporate documents and records as we have deemed
necessary or advisable for the purposes hereof and including and in reliance
upon certain certificates by the Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the
Employee Plan, and when delivered against payment therefor in the
manner contemplated by the Employee Plan, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MASLON EDELMAN BORMAN & BRAND,
a Professional Limited Liability Partnership
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
Osmonics, Inc.
We consent to the incorporation by reference in this Registration Statement
of Osmonics, Inc. on Form S-8 of the reports of Deloitte & Touche LLP dated
February 10, 1995 appearing in and incorporated by reference in the Annual
Report on Form 10-K of Osmonics, Inc. for the year ended December 31, 1994.
/s/Deloitte & Touche LLP
Minneapolis, Minnesota
May 19, 1995
As filed with the Securities and Exchange Commission
on May 23, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Osmonics, Inc.
(Exact name of registrant as specified in charter)
Minnesota
(State or other jurisdiction
of incorporation)
41-0955759
(I.R.S. employer
identification number)
5951 Clearwater Drive
Minnetonka, Minnesota 55343
(Address of principal executive offices)
Osmonics, Inc.
1995 Employee Stock Purchase Plan
(Full title of Plan)
Ruth Carol Spatz
Corporate Secretary
Osmonics, Inc.
5951 Clearwater Drive
Minnetonka, Minnesota 55343
(Name and address of agent for service)
Copies to:
Russell F. Lederman, Esq.
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
3300 Norwest Center
Minneapolis, Minnesota 55402
(612) 672-8200
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of maximum maximum registration
securities to Amount to offering price aggregate fee
be registered be registered per Share(1) offering price(1)
Common 400,000 shares $17.125 $6,850,000 $2,362.07
Stock ($0.01
par value per
share)
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high
and low prices of the Common Stock on the New York Stock
Exchange on May 17, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated herein by reference and made a
part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
(c) Description of the Registrant's Common Stock, $0.01 par value
per share, included under the caption "Securities to be
Registered" in the Registrant's Registration Statement on Form
8-A dated December 16, 1993.
All documents subsequently filed by the small business issuer pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act ), prior to the filing of a post-effective
amendment which indicates that all securities offered 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 part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is governed by Minnesota Statutes Chapter 302A.
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to any
proceeding by reason of the former or present official capacity of such person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; acted in good faith; received no improper personal benefit and
Section 302A.255, if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and
in the case of acts or omissions by persons in their official capacity for the
corporation, reasonably believed that the conduct was in the best interests of
the corporation, or in the case of acts or omissions by persons in their
capacity for other organizations, reasonably believed that the conduct was not
opposed to the best interests of the corporation.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits.
5.1. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership
23.1. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5).
23.2. Consent of Deloitte & Touche LLP
24.1. Power of Attorney (included on page II-4).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the offers or sales
are being made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the Securities Act ), 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, each filing of the
registrant s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of 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 in connection 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minnetonka, State of Minnesota on May 17, 1995.
OSMONICS, INC.
Registrant
By /s/ D. Dean Spatz
Its CEO
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael L. Snow and
Russell F. Lederman, each or either of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and to file the same with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Name Title Date
/s/ D. Dean Spatz President, Chief Executive Officer 17 May, 1995
D. Dean Spatz Princial Executive Officer) and
Chairman of the Board of Directors
Officer)
/s/ R. Carol Spatz Corporate Secretary and Director 17 May, 1995
R. Carol Spatz
/s/ L. Lee Runzheimer Chief Financial Officer (Principal 17 May, 1995
L. Lee Runzheimer Financial and Accounting Officer)
/s/ Ralph E. Crump Director 17 May, 1995
Ralph E. Crump
/s/ Charles W. Palmer Director 17 May, 1995
Charles W. Palmer
/s/ Verity C. Smith Director 17 May, 1995
Verity C. Smith
/s/ Michael L. Snow Director 17 May, 1995
Michael L. Snow
EXHIBIT INDEX
Exhibit
No. Description of Exhibit Page No.
5.1. Opinion of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership.
23.1. Consent of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership (contained in Exhibit 5.1).
23.2. Consent of Deloitte & Touche LLP.
24.1. Power of Attorney (included on page 4.)
