As filed with the Securities and Exchange Commission on June 10, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0350629
(State of incorporation) (I.R.S. employer identification no.)
One Culligan Parkway
Northbrook, Illinois 60062
(847) 205-6000
(Address of principal executive offices) (Zip code)
CULLIGAN WATER TECHNOLOGIES, INC.
1995 STOCK OPTION AND INCENTIVE AWARD PLAN
-AND-
STOCK OPTION AGREEMENTS BETWEEN CULLIGAN
WATER TECHNOLOGIES, INC. AND EACH OF
DOUGLAS A. PERTZ, STEVEN J. GREEN AND
GREGORY WM. HUNT
(Full title of the Plan)
Edward A. Christensen, Esq.
One Culligan Parkway
Northbrook, Illinois 60062
(847) 205-6000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Share Price Fee
________________________________________________________________________________
Common Stock, 17,500 $ 7.87(1) $ 137,725.00 $ 47.49
par value $.01 653,668 8.38(1) 5,477,737.84 1,888.88
per share 491,426 9.98(1) 4,904,431.48 1,691.18
80,000 9.98(1) 798,400.00 275.31
420,000 12.23(1) 5,136,600.00 1,771.24
22,000 24.00(1) 528,000.00 182.07
28,000 36.75(2) 1,029,000.00 354.83
_________ ______________ __________
Total 1,712,594 $18,011,894.32 $ 6,211.00
========= ============== ==========
________________________________________________________________________________
(1) Computed pursuant to Rule 457 (h)(1) under the Securities Act of 1933, as
amended (the "Securities Act").
(2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act on
the basis of the average of the high and low sale prices for a share of
Common Stock as reported on the New York Stock Exchange Consolidated
Transaction Reporting System as of June 6, 1996.
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this
Registration Statement has been prepared in accordance with the
requirements of Part I of Form S-3 and may be used for reoffers
or resales of the Common Stock of Culligan Water Technologies,
Inc., a Delaware Corporation (the "Company"), acquired by "affil-
iates" (as such term is defined in Rule 405 of the General Rules
and Regulations under the Securities Act of 1933, as amended)
pursuant to the exercise of options under the Company's 1995
Stock Option and Incentive Award Plan, and Stock Option Agree-
ments between the Company and each of Douglas A. Pertz, Steven J.
Green and Gregory Wm. Hunt.
SUBJECT TO COMPLETION, DATED JUNE 10, 1996
REOFFER PROSPECTUS
CULLIGAN WATER TECHNOLOGIES, INC.
1,340,094 SHARES OF COMMON STOCK
This Reoffer Prospectus (the "Prospectus") is being used in
connection with the offering by certain selling stockholders (the
"Selling Stockholders") of Culligan Water Technologies, Inc. (the
"Company"), who may be deemed "affiliates" of the Company (as
such term is defined in Section 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the
"Securities Act")), of shares of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company, which may be acquired
by them and are available to be resold by them pursuant to the
Company's 1995 Stock Option and Incentive Award Plan, and Stock
Option Agreements between the Company and each of Douglas A.
Pertz, Steven J. Green and Gregory Wm. Hunt.
The Selling Stockholders may offer to sell the Common Stock
covered by this Prospectus, from time to time, in one or more
transactions, at prices and upon terms then obtainable on the New
York Stock Exchange, in negotiated transactions, in a combination
of any such methods of sale, or otherwise.
The Company will not receive any of the proceeds from the
sales of the Common Stock. All expenses of registration incurred
in connection with this offering are being borne by the Company,
but all brokerage commissions and other expenses incurred by
individual Selling Stockholders will be borne by such Selling
Stockholders.
The Common Stock is listed on the New York Stock Exchange
under the trading symbol "CUL".
____________________
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.
____________________
The date of this Reoffer Prospectus is June 10, 1996
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . 2
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 5
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . 5
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports and
other information with the Commission. The Company has furnished
and intends to furnish reports to its stockholders, which will
include financial statements audited by its independent certified
public accountants, and such other reports as it may determine to
furnish or as required by law, including Sections 13(a) and 15(d)
of the Exchange Act. Reports, proxy statements and other infor-
mation can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Seven World Trade Center,
13th Floor, New York, NY 10048 and 500 West Madison Street, Suite
1400, Chicago, IL 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, such material can be inspected
at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10009.
The Company has filed a registration statement (the
"Registration Statement") on Form S-8 with respect to the Common
Stock offered hereby with the Commission under the Securities
Act. This Prospectus, which constitutes a part of the Registra-
tion Statement, does not contain all the information set forth in
the Registration Statement, certain items of which are contained
in schedules and exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any
agreement, instrument or other document referred to are not
necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the Registra-
tion Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the
Commission and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the
year ended January 31, 1996;
(2) The description of the Common Stock contained in
the Company's Registration Statement on Form 10, filed pursuant
to Section 12 of the Exchange Act on July 27, 1995 (File No. 0-
26630), including any amendment or report filed for the purpose
of updating such information.
(3) The description of the Common Stock contained in
the Company's Registration Statement on Form 8-A, filed pursuant
to Section 12 of the Exchange Act on November 22, 1995 (File No.
1-14104), including any amendment or report filed for the purpose
of updating such information.
(4) The Company's Registration Statement on Form S-1
(File No. 33-99236)
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in
this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed docu-
ment that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporat-
ed by reference herein (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
in such documents). Requests for such copies should be directed
to Edward A. Christensen, Culligan Water Technologies, Inc., One
Culligan Parkway, Northbrook, Illinois 60062 (telephone (847) 205-6000).
GENERAL
The Company is one of the world's leading manufacturers
and distributors of water purification and treatment products for
household, commercial and industrial applications. Products and
services offered by the Company range from those designed to
solve common residential water problems, such as filters for tap
water and household water softeners, to highly sophisticated
equipment and services, such as ultrafiltration and
microfiltration products, desalination systems and portable
deionization services, designed for complex commercial and
industrial applications. In addition, since the Company entered
the five-gallon bottled water market in 1987, Culligan's licensed
bottled water sales have grown to rank fifth in the five-gallon
bottled water market in the United States.
The Company has been an active participant in the water
purification and treatment industry since 1936, and its Culligan(R)
and Everpure(R) brands, which are associated with high-quality pure
water, are among the most recognized in the industry. The
Company's products are sold and serviced in over 90 countries
through a worldwide network of over 1,400 sales and service
centers. Supporting this distribution network, the Company
maintains manufacturing facilities in the United States, Italy,
Spain and Canada. During the last 15 years, the Company's
residential water treatment systems have been installed in over
2.5 million households in the United States, representing the
largest installed base in the country. In addition, over 1.3
million of the Company's commercial, industrial, municipal and
desalination systems have been installed worldwide. The
Company's customer base includes such well known names as
McDonald's(R), Coca-Cola(R), Pepsi-Cola(R), Starbucks(R), 7-Eleven(R),
Navistar, Owens-Corning, Eli Lilly, Carnival Cruise Lines,
Ingersoll-Rand and Union Carbide.
The Company and its dealers provide a wide range of
services to support its products and offer a full line of acces-
sories and replacement parts. In fiscal 1996, approximately 40%
of the Company's revenues were from export and international
sales. The Company conducts its activities in two principal
areas: household and consumer, including bottled water, and
commercial and industrial, including portable deionization
services.
The principal executive offices of the Company are
located at One Culligan Parkway, Northbrook, Illinois 60062, and
the Company's telephone number is (847) 205-6000.
The shares of Common Stock offered hereby will be
purchased by the Selling Stockholders upon exercise of options
granted to them and will be sold for the account of the Selling
Stockholders.
Prospective purchasers should carefully consider the
risks of investing in the Common Stock. Prospective purchasers of
the Common Stock are referred to the Company's Registration
Statement on Form S-1 (File No. 33-99236) and incorporated by
reference into this Reoffer Prospectus, which contains a descrip-
tion of the risks of investing in the Common Stock.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by
the Selling Stockholders. The Company will not receive any
proceeds from sales of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth: (i) the name and
position of each of the Selling Stockholders; (ii) the number of
shares of Common Stock owned by each Selling Stockholder as of
April 30, 1996; (iii) the number of shares of Common Stock
covered by this Prospectus; and (iv) the amount and the percent-
age of the Common Stock to be owned by each Selling Stockholder
after completion of this offering, assuming the sale of all
shares of Common Stock covered by this Prospectus.
Shares Owned
After Offering
_________________
Shares Owned as of Shares Percen-
Name and Position April 30, 1996(1) Offered Number tage
_________________ __________________ _______ ______ _______
Steven J. Green 1,543,118 653,668 889,450 4.4%
Director
Douglas A. Pertz 498,026 491,426 6,600 *
President, Chief
Executive
Officer and Director
Gregory Wm. Hunt 97,500 97,500 0 *
Vice President,
Finance and
Chief Financial
Officer
Edward A. Christensen 35,200 35,000 200 *
Vice President,
General Counsel and
Secretary
William W. Norton 23,000 22,500 500 *
Vice President,
Research
and Development
Kenneth I. Wellings 40,000 40,000 0 *
Vice President,
International
______________
* less than 1%
(1) Includes shares of Common Stock underlying options granted
to the Selling Stockholders under the Company's 1995 Stock
Option and Incentive Award Plan, and the Stock Option Agree-
ments between the Company and each of Douglas A. Pertz,
Steven J. Green and Gregory Wm. Hunt, whether or not exer-
cisable as of, or within 60 days of April 30, 1996.
The preceding table reflects all Selling Stockholders
who are eligible to reoffer and resell Common Stock, whether or
not they have a present intent to do so. There is no assurance
that any of the Selling Stockholders will sell any or all of the
Common Stock offered by them hereunder. The inclusion in the
foregoing table of the individuals named therein shall not be
deemed to be an admission that any such individuals are "affili-
ates" of the Company.
This Prospectus may be amended or supplemented from
time to time to add or delete Selling Stockholders.
PLAN OF DISTRIBUTION
The shares of Common Stock being sold by the Selling
Stockholders are for their own accounts. The Company will not
receive any of the proceeds from such sales of the Common Stock.
The distribution of the Common Stock by the Selling
Stockholders may be effected from time to time, in one or more
transactions, at prices and upon terms then obtainable on the New
York Stock Exchange, at prices related to the prevailing market
prices, at negotiated prices or otherwise. In the event that one
or more brokers or dealers sells Common Stock it may do so by
purchasing Common Stock as principal or by selling the Common
Stock as agent. If sales are made through brokers or dealers,
commissions and fees will be paid accordingly by the Selling
Stockholders.
The Company currently does not satisfy the requirements
for use of Form S-3 under the Securities Act. As a result, the
number of shares of Common Stock that may be offered or sold
pursuant hereto by each Selling Stockholder and any other person
with whom such Selling Stockholder is acting in concert for the
purposes of selling shares of Common Stock, may be limited to an
amount, during any three month period, that does not exceed the
amount specified in Rule 144(e) under the Securities Act.
LEGAL MATTERS
The legality of the Common Stock in respect of which
this Prospectus is being delivered will be passed on for the
Company by Skadden, Arps, Slate, Meagher & Flom, New York, New York.
EXPERTS
The consolidated financial statements and schedule of
the Company appearing in the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1996 have been audited by
KPMG Peat Marwick LLP, independent certified public accountants,
as set forth in their report thereon included therein and incor-
porated herein by reference. Such consolidated financial state-
ments are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in
accounting and auditing.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE. HOWEVER, IF ANY MATERIAL CHANGE
OCCURS WHILE THIS PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED,
THIS PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICI-
TATION OF AN OFFER TO BUY ANY OF THE SECURITIES OTHER THAN THE
SHARES OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR AN OFFER TO BUY THE SHARES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHO-
RIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
CULLIGAN WATER TECHNOLOGIES, INC.
1,340,094 SHARES OF COMMON STOCK
PROSPECTUS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is
currently included in two prospectuses, each dated June 10, 1996
(collectively, the "Plan Prospectus"), one of which is to be
distributed to participants in the Culligan Water Technologies,
Inc. 1995 Stock Option and Incentive Award Plan, and the other to
be distributed to Steven J. Green, Douglas A. Pertz and Gregory Wm. Hunt.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the registrant, pursu-
ant to the Securities Act of 1933, as amended, (the "Securities
Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this registra-
tion statement.
1. The Company's Annual Report on Form 10-K for
the year ended January 31, 1996;
2. The description of the Common Stock contained
in the Company's Registration Statement on Form 10, filed pursu-
ant to Section 12 of the Exchange Act on July 27, 1995 (File No.
0-26630), including any amendment or report filed for the purpose
of updating such information; and
3. The description of the Common Stock contained
in the Company's Registration Statement on Form 8-A, filed
pursuant to Section 12 of the Exchange Act on November 22, 1995
(File No.1-14104), including any amendment or report filed for
the purpose of updating such information.
4. The Company's Registration Statement on Form
S-1 (File No. 33-99236)
All documents subsequently filed by the Company pursu-
ant 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 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 incorporated or 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 a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
(the "GCL") empowers a corporation, subject to certain limita-
tions, to indemnify its directors and officers against expenses
(including attorneys' fees, judgments, fines and certain settle-
ments) actually and reasonably incurred by them in connection
with any suit or proceeding to which they are a party so long as
they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to criminal action or proceeding, so long as
they had no reasonable cause to believe their conduct to have
been unlawful.
The Restated Certificate of Incorporation of the
Company (the "Charter") provides that the Company shall indemnify
the directors and officers of the Company to the fullest extent
permitted by Delaware law.
In addition, the Amended and Restated By-laws of the
Company (the "By-Laws") provide that the Company shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceedings, whether civil, criminal, administrative or investi-
gative (other than an action by or in the right of the Company),
by reason of the fact that he is or was a director or officer of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judg-
ments, fines and amounts paid in settlement actually and reason-
ably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reason-
ably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceed-
ing, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct
was unlawful.
The By-Laws provide that the Company shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor
by reason of the fact that he is or was a director or officer of
the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the Company; except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstanc-
es of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the
State of Delaware or such other court shall deem proper.
The By-Laws provide that any indemnification under the
above two paragraphs (unless ordered by a court) shall be made by
the Company only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in the above two
paragraphs. Such determination shall be made (1) by the Board of
Directors of the Company by a majority vote of a quorum consist-
ing of directors who were not parties to such action, suit or
proceeding, even though less than a quorum or (2) if there are no
such directors or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders of
the Company.
The By-Laws provide that to the extent that a director
or officer of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to above, or in defense of any claim, issue or matter therein,
the Company shall indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
The By-Laws further provide that expenses incurred by a
director or officer in defending or investigating a threatened or
pending action, suit or proceeding shall be paid by the Company
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the
Company as authorized in the By-Laws. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors of the Company
deems appropriate.
The By-Laws provide that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
By-Laws shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
The Company intends to maintain insurance on behalf of
any person who is or was a director or officer of the Company, or
is or was a director or officer of the Company serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Company
would have the power or the obligation to indemnify him against
such liability under the By-Laws.
The Company has entered into indemnification agreements
with each of the Company's directors and officers. The indemni-
fication agreements require, among other things, the Company to
indemnify the officers and directors to the fullest extent
permitted by law, and to advance to such directors and officers
all related expenses, subject to reimbursement, if it is subse-
quently determined that indemnification is not permitted. The
Company will also indemnify and advance all expenses incurred by
such directors and officers seeking to enforce their rights under
the indemnification agreements, and cover directors and officers
under the Company's directors' and officers' liability insurance.
Although such indemnification agreements will offer substantially
the same scope of coverage afforded by provisions in the Charter
and the By-Laws, they provide greater assurance to directors and
officers that indemnification will be available because, as a
contract, it cannot be modified unilaterally in the future by the
Board of Directors of the Company or by the stockholders to
eliminate the rights provided therein.
The Company's 1995 Stock Option and Incentive Award
Plan provides that no member of the Company's Board of Directors
or the Compensation Committee of the Board of Directors shall be
liable for any action taken or determination made in good faith
with respect to such plan or award granted thereunder.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Com-
pany, incorporated by reference to the Company's
Registration Statement on Form 10 (File No. 0-
26630).
4.2 Amended and Restated By-Laws of the Company, in-
corporated by reference to the Company's Registra-
tion Statement on Form 10 (File No. 0-26630).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom
regarding the legality of the securities being
registered.
23.1 Consent of KPMG Peat Marwick LLP., independent
accountant.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom to
the filing of its opinion (included in Exhibit 5).
24 Powers of Attorney (included on the signature page
of this Registration Statement).
99.1 1995 Stock Option and Incentive Award Plan, incor-
porated by reference to the Company's Registration
Statement on Form 10 (File No. 0-26630).
99.2 Form of Stock Option Agreement, between the Compa-
ny and Douglas A. Pertz, dated as of January 31,
1995.
99.3 Stock Option Agreement, between the Company and
Steven J. Green, dated as of September 12, 1995.
99.4 Stock Option Agreement, between the Company and
Gregory Wm. Hunt, dated as of September 12, 1995.
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. 1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement:
a. To include any prospectus required
by Section 10(a)(3) of the Securities Act;
b. 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, represent a fundamental change in
the information set forth in the registration statement;
c. 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)(a) and (A)(1)(b) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Ex-
change Act that are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any
liability under 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, (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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 securi-
ties 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 forego-
ing 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 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 jurisdic-
tion 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, 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 City
of Northbrook, State of Illinois, on this 10th day of June, 1996.
CULLIGAN WATER TECHNOLOGIES, INC.
By /s/ Edward A. Christensen
_______________________________
Name: Edward A. Christensen
Title: Vice President, General Counsel
and Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints
Douglas A. Pertz, Gregory Wm. Hunt and Edward A. Christensen,
jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any
amendments to this registration statement (including
post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirm-
ing all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
NAME TITLE DATE
/s/ Douglas A. Pertz President, Chief June 10, 1996
_____________________ Executive Officer
Douglas A. Pertz and Director
/s/ Gregory Wm. Hunt Vice President, June 10, 1996
_____________________ Finance and Chief
Gregory Wm. Hunt Financial Officer
(principal finan-
cial and account-
ing officer)
/s/ R. Theodore Ammon Director June 10, 1996
______________________
R. Theodore Ammon
/s/ Bernard Attal Director June 10, 1996
_______________________
Bernard Attal
/s/ Leon D. Black Director June 10, 1996
______________________
Leon D. Black
/s/ Robert H. Falk Director June 10, 1996
______________________
Robert H. Falk
______________________ Director
Carl C. Icahn
______________________ Director
Mark H. Rachesky
/s/ Robert L. Rosen Director June 10, 1996
_______________________
Robert L. Rosen
/s/ Marc J. Rowan Director June 10, 1996
_______________________
Marc J. Rowan
/s/ Stephen J. Solarz Director June 10, 1996
________________________
Stephen J. Solarz
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Restated Certificate of Incorpora-
tion of the Company (incorporated by
reference to the Company's Registra-
tion Statement on Form 10 (File No.
0-26630)).
4.2 Amended and Restated By-Laws of the
Company (incorporated by reference
to the Company's Registration State-
ment on Form 10 (File No. 0-26630)).
5 Opinion of Skadden, Arps, Slate,
Meagher & Flom regarding the legali-
ty of the securities being regis-
tered.
23.1 Consent of KPMG Peat Marwick LLP.,
independent accountant.
23.2 Consent of Skadden, Arps, Slate,
Meagher & Flom to the filing of its
opinion (included in Exhibit 5).
24 Powers of Attorney (included on the
signature page of this Registration
Statement).
99.1 1995 Stock Option and Incentive
Award Plan (incorporated by refer-
ence to the Company's Registration
Statement on Form 10 (File No. 0-
26630)).
99.2 Form of Stock Option Agreement, be-
tween the Company and Douglas A.
Pertz, dated as of January 31, 1995.
99.3 Stock Option Agreement, between the
Company and Steven J. Green, dated
as of September 12, 1995.
99.4 Stock Option Agreement, between the
Company and Gregory Wm. Hunt, dated
as of September 12, 1995.
Exhibit 5
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
June 10, 1996
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Culligan Water
Technologies, Inc., a Delaware corporation (the "Company"), in
connection with the preparation of a registration statement on
Form S-8, relating to the issuance and sale of up to 1,712,594
shares (the "Shares") of the common stock of the Company, par
value $0.01 per share (the "Common Stock"). The Shares consist
of 550,000 shares of Common Stock which have been reserved for
issuance upon exercise of stock options (the "Stock Option Plan
Shares") that have been or may be granted under the Company's
1995 Stock Option and Incentive Award Plan (the "Stock Option
Plan") and 1,162,594 shares of Common Stock which have been
reserved for issuance upon exercise of other outstanding stock
options (the "Other Option Shares" and, collectively with the
Stock Option Plan Shares, the "Option Shares").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933 (the "Act").
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of (a) the Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"),
(b) the Stock Option Plan, (c) a specimen certificate evidencing
the Common Stock, (d) the Restated Certificate of Incorporation
of the Company, as presently in effect, (e) the Amended and
Restated By-Laws of the Company, as presently in effect, (f)
certain resolutions of the Board of Directors of the Company
relating to, among other things, the Stock Option Plan and the
Other Option Shares (collectively, the "Board Resolutions") and
(g) such other documents as we have deemed necessary or appropri-
ate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the authentici-
ty of the originals of such latter documents. In making our
examination of documents executed by parties other than the
Company, we have assumed that such parties had the power, corpo-
rate or other, to enter into and perform all obligations thereun-
der and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opin-
ions expressed herein which we did not independently establish or
verify, we have relied upon certificates, statements or represen-
tations of officers and other representatives of the Company,
public officials and others. In rendering the opinion set forth
below, we have assumed that (i) the certificates representing the
Option Shares will be manually signed by one of the authorized
officers of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar and will
conform to the specimen thereof examined by us, and (ii) prior to
the issuance of any Option Shares, the Company and the relevant
optionee will have duly entered into stock option agreements
("Option Agreements") in accordance with the Board Resolutions.
Members of our firm are admitted to the Bar of the
State of Delaware, and we do not express any opinion as to the
laws of any other jurisdiction other than the laws of the United
States of America to the extent referred to specifically herein.
Based upon and subject to the foregoing, we are of the
opinion that the Option Shares have been duly and validly autho-
rized for issuance and, when delivered and paid for in accordance
with the terms of the Option Agreements, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Culligan Water Technologies, Inc.:
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
Our report dated March 15, 1996, contains an explanatory para-
graph that states that the Company's former parent, Astrum
International Corp., was required to establish a new basis of
accounting and adjust the recorded amounts of assets and liabili-
ties to fair market values at June 30, 1993. The Company's
consolidated financial statements include the continuing impact
of the recapitalization. As a result, the consolidated financial
statements for periods subsequent to June 30, 1993 are presented
on a different cost basis than for prior periods and therefore,
are not comparable.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 6, 1996
Exhibit 99.2
STOCK OPTION AGREEMENT
AGREEMENT made as of the 31st day of January, 1995, by
and between CULLIGAN HOLDINGS, INC. (to be renamed Culligan Water
Technologies, Inc.), a Delaware corporation (the "Company"), and
DOUGLAS A. PERTZ, a resident of Illinois (the "Executive").
W I T N E S S E T H :
WHEREAS, pursuant to the Employment Agreement (the
"Employment Agreement") with the Executive dated as of December
15, 1994, the Executive was granted certain Equity Rights (as
defined in the Employment Agreement),
WHEREAS, the Employment Agreement contemplates that,
under certain circumstances, the Equity Rights would take the
form of options to purchase shares of the Company's common stock,
par value $.01 per share ("Common Stock"), at an exercise price
determined in accordance with the formula set forth in the
Employment Agreement.
WHEREAS, the Executive and the Company desire to
confirm that the terms of the options set forth herein conform in
all respects to the Equity Rights granted pursuant to the Employ-
ment Agreement.
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein set forth and other good and valuable
consideration, the Company and the Executive hereby agree as
follows:
1. Confirmation of Grant of Option. The Company,
subject to the terms and conditions of this Agreement, hereby
confirms that the Executive has been granted, effective January
31, 1995 (the "Date of Grant"), as a matter of separate induce-
ment and agreement, and in addition to and not in lieu of salary
or other compensation for services, the right to purchase from
the Company (i) 204,760 shares of Common Stock (the "Series A
Options") and (ii) 286,666 shares of Common Stock (the "Series B
Options" and, together with the Series A Options, the "Options"),
each subject to separate terms and conditions as provided herein
and each subject to adjustment as provided in Section 6 hereof.
The Series A Options and the Series B Options shall constitute
two separate components, each of which shall be exercisable
independently and each of which shall be subject to separate
vesting criteria as provided in Section 4 hereof.
2. Exercise Price. The exercise price per share (the
"Exercise Price") for the Options shall be $9.98, subject to
adjustment as provided in Section 6 hereof.
3. Non-transferability of Options. The Options may
not be assigned, transferred or otherwise disposed of, or pledged
or hypothecated in any way, and shall not be subject to execu-
tion, attachment or other process otherwise than by will or by
the laws of descent and distribution, and the Options may be
exercised during the lifetime of the Executive only by him;
provided that the Executive shall be entitled, upon written
notice to the Company, to transfer any or all of the Options to
certain of his immediate family members or to trusts for the
benefit of such family members, in each case to the extent
contemplated under Rule 16b-3(a)(2) promulgated under the Securi-
ties Exchange Act of 1934, as amended (the "Exchange Act")
(collectively, the "Permitted Transferees"), provided, further,
that no such transfer may be made for consideration, and provid-
ed, further, that the Options shall not be transferable to the
extent that such transferability would cause Form S-8 not to be
available to register the Common Stock that is issuable upon
exercise of the Options so transferred. Any purported assign-
ment, transfer, pledge, hypothecation or other disposition of any
of the Options attempted contrary to the provisions of this
Agreement, or any levy of execution, attachment or other process
attempted upon any of the Options, shall be null and void and
without effect. Following any attempt to make any such assign-
ment, transfer, pledge, hypothecation or other disposition of any
of the Options or any attempt to make any such levy of execution,
attachment or other process contrary to the provisions of this
Agreement, such Options shall terminate if the Board of Directors
of the Company or any duly authorized committee thereof (the
"Board"), in its sole discretion, gives written notice of such
termination to the Executive or to the person or persons to whom
such options purportedly have been assigned, transferred, dis-
posed of, pledged or hypothecated; provided that any such termi-
nation of the Options under this Section 3 shall not prejudice
any rights or remedies that the Company may have under this
Agreement or otherwise.
4. Term and Exercise of Options. (a) The Options
shall remain outstanding (subject to the vesting and
exercisability provisions provided herein) during a period of ten
(10) years beginning on the Date of Grant (the "Option Term"),
subject to earlier termination or cancellation pursuant to
Section 3 or Section 5 hereof; provided that (i) the Options may
not be exercised more than once in any calendar quarter and (ii)
the aggregate Exercise Price with respect to any one such exer-
cise shall not be less than $100,000.
(b) The Series A Options shall vest and become exer-
cisable with respect to one-third (1/3) of the shares subject
thereto on each of January 31, 1996, January 31, 1997 and January
31, 1998; provided that the Executive shall have remained contin-
ually employed by the Company or any of its subsidiaries through
such dates of vesting.
(c) The Company has established certain performance
goals (the "Performance Goals") applicable to the Series B
Options for each of the fiscal years ending January 31, 1996,
January 31, 1997 and January 31, 1998 (the "Reference Years").
The Performance Goals are set forth on Exhibit A hereto. The
Series B Options shall vest and become exercisable with respect
to one-third (1/3) of the shares subject thereto for each Refer-
ence Year, if the Company attains Performance Goals applicable to
such Reference Year; provided that the Executive shall have
remained continually employed by the Company or any of its
subsidiaries throughout such Reference Year.
(d) The Company acknowledges and confirms that the
Series A Options and the Series B Options that are subject to
vesting on January 31, 1996 and for the Reference Year ending
January 31, 1996, respectively, have fully vested and are exer-
cisable.
(e) Notwithstanding the failure to attain any Perfor-
mance Goal, all Series B Options shall vest and become exercis-
able on January 31, 2004 so long as the Executive remains contin-
ually employed by the Company or any of its subsidiaries from the
date hereof and through such vesting date.
(f) Except as otherwise provided in Section 3 or
Section 5 hereof, Options that have vested (regardless of the
provision of this Agreement pursuant to which vesting occurred)
shall accumulate and may be exercised in whole at anytime or in
part from time to time until the earlier to occur of the expira-
tion of the Option Term and the expiration of seven (7) months
after the date of the termination of the Executive's employment
with the Company, which date shall be the Date of Termination (as
defined in the Employment Agreement) during the Term. The
Executive shall not have any rights to dividends or any other
rights of a stockholder of the Company with respect to any shares
of Common Stock underlying the Options until such shares have
been issued to him upon the exercise of the Options.
5. Termination. The Executive's rights with respect
to the Options upon death or the termination of his employment
with the Company are as follows:
(a) Cause. If the Executive is terminated from his
employment with the Company for Cause (as defined in the Employ-
ment Agreement), then all the Options (whether vested or
unvested) shall automatically terminate and be cancelled (without
any action on the part of the Company) on the date upon which
Preliminary Notice is given pursuant to Section 5(c) of the
Employment Agreement, provided that the Executive's employment is
thereafter terminated in accordance with the provisions of
Section 5(c) of the Employment Agreement.
(b) Disability. If the Executive is terminated from
his employment with the Company by reason of disability in
accordance with Section 5(b) of the Employment Agreement, then
all unvested Options shall automatically terminate and be cancel-
led (without any action on the part of the Company) on the
effective date of such termination. All Options that have vested
prior to such date shall remain exercisable until the earlier to
occur of (i) the first anniversary of such date and (ii) the
expiration of the Option Term.
(c) Death. If the Executive dies while employed by
the Company, then all unvested Options shall automatically
terminate and be cancelled (without any action on the part of the
Company) on the date of death. Following the Executive's death
his executors, administrators, legatees or distributees may
exercise the Options that have vested prior to the date of death
for a period of one year following the date of death.
(d) Other Terminations of Employment.
(i) If, during the Term, the Executive's employ-
ment with the Company is terminated by the Executive other than
for Good Reason (as defined in the Employment Agreement), then
all unvested Options shall automatically terminate and be cancel-
led (without any action on the part of the Company) on the date
of such termination. All Options that have vested prior to such
date shall remain exercisable until the earlier to occur of (x)
the ninetieth day following such date and (y) the expiration of
the Option Term.
(ii) If the Executive's employment with the
Company is terminated (A) by the Company without Cause other than
for disability or (B) by the Executive for Good Reason (except
with respect to a termination described in Section 5(d)(iii)
hereof), then, as of the date of such termination, (1) the Series
A Options shall become fully and immediately vested, (2) to the
extent that any Series B Options have not vested because the
applicable Performance Goal was not met with respect to a Refer-
ence Year that ended on or before the date of such termination,
such Series B Options shall automatically terminate and be
cancelled (without any action on the part of the Company) and (3)
any Series B Options that have not vested and are subject to
vesting based on Performance Goals for Reference Years ending
after the date of such termination shall become fully and immedi-
ately vested; provided that in the case of any Series B Options
that are subject to vesting based on Performance Goals for the
Reference Year ending January 31, 1998, such Options shall not
vest unless the performance of the Company for the Reference Year
ending January 31, 1997 shall equal or exceed the sum of (x) the
Performance Goals applicable to the Reference Year ending January
31,, 1996 plus (y) 80% of the excess of the Performance Goals
applicable to the Reference Year ending January 31, 1997 over the
Performance Goals applicable to the Reference Year ending January
31, 1996; and provided, further, that (a) if such termination
occurs during the ninety (90) day period immediately preceding
the date on which the Company or any controlling stockholder of
the Company reaches an agreement in principle with respect to a
transaction that shall, upon consummation, result in a Change in
Control or (b) with respect to a termination for Good Reason, the
conduct of the Company that gives rise to such termination occurs
during such ninety (90) day period, then, in either case, such
termination of employment shall be ignored for purposes of this
Section 5(d)(ii), and the Executive shall be deemed to have
elected to terminate his employment for Good Reason immediately
following such Change in Control pursuant to Section 5(d)(iii)
hereof. All Options that have vested prior to such date of
termination, or that become vested pursuant to the provisions of
this paragraph (d)(ii), shall remain exercisable until the
earlier to occur of (x) the first anniversary of such date of
termination and (y) the expiration of the Option Term.
(iii) If the Executive terminates his employment
for Good Reason following a Change in Control pursuant to Section
5(d)(v) of the Employment Agreement, the Series A Options shall
become fully and immediately vested and all the Series B Options
that have not vested because the applicable Reference Year has
not ended as of the date of such termination shall become fully
and immediately vested, in each case as of the date of such
termination. All Options that have vested prior to such date of
termination, or that become vested pursuant to the provisions of
this paragraph (d)(iii), shall remain exercisable until the
earlier to occur of (x) the first anniversary of such termination
and (y) the expiration of the Option Term.
(e) Termination Date. For purposes of Sections 5(a),
(b), (d) and (f) hereof, the date of termination of the
Executive's employment shall be the Date of Termination (as
defined in the Employment Agreement).
(f) Extension After Certain Terminations. If the
Executive's employment with the Company is terminated other than
for a reason described in paragraph (a), (b), (c) or (d)(i)
above, and the Executive dies or becomes disabled within ninety
(90) days after such termination of employment, the Executive's
executors, administrators, legatees or distributees may exercise
the Options, to the extent vested and exercisable as of the date
of termination, until the first anniversary of the date of
termination. If the Executive's employment with the Company is
terminated other than for the reasons described in Section 5(a)
and such termination occurs on or after the end of any Reference
Year and before the Board has determined whether the Performance
Goals for such Reference Year have been attained, the Executive
shall get the benefit of any vesting of Series B Options associ-
ated with the attainment of the Performance Goals for such
Reference Year regardless of any provisions of this Section 5 to
the contrary notwithstanding.
6. Certain Adjustments. The number and kind of
securities that may be purchased upon the exercise of the Options
and the Exercise Price shall be subject to adjustment from time
to time upon the occurrence of any of the following events after
the first date on which the Company shall have 15,889,450 shares
of Common Stock outstanding.
(a) Recapitalization, Capital Reorganization, Reclas-
sification, Consolidation, Merger or Sale. In case of any
recapitalization or capital reorganization of the Company or any
reclassification of the outstanding Common Stock (other than a
change in par value, or from par value to no par value, or from
no par value to par value or as a result of a subdivision or
combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger
with another corporation in which the Company is the surviving
corporation and that does not result in any reclassification of
or change in the outstanding Common Stock (other than a change in
par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combina-
tion)), or in case of any sale or transfer to another corporation
of the property of the Company as an entirety or substantially as
an entirety, the Executive shall thereafter have the right to
acquire upon exercise of the Options, in lieu of each share of
Common Stock theretofore issuable upon exercise of the Options,
the kind and amount of shares of capital stock, other securities,
money and/or property receivable in respect of each share of
Common Stock upon such recapitalization, reorganization, reclas-
sification, consolidation, merger, sale or transfer. The provi-
sions of this paragraph (a) shall similarly apply to successive
recapitalizations, reorganizations, reclassifications, consolida-
tions, mergers, sales and transfers.
(b) Subdivision or Combination of Shares. If the
Company shall subdivide or combine its outstanding shares of
Common Stock, (i) in case of subdivision of shares, the Exercise
Price shall be proportionately reduced (as at the effective date
of such subdivision or, if the Company shall take a record of
holders of its Common Stock for the purpose of so subdividing, as
at the applicable record date, whichever is earlier) to reflect
the increase in the total number of shares of Common Stock
outstanding as a result of such subdivision, or (ii) in the case
of a combination of shares, the Exercise Price shall be propor-
tionately increased (as at the effective date of such combination
or, if the Company shall take a record of holders of its Common
Stock for the purpose of so combining, as at the applicable
record date, whichever is earlier) to reflect the reduction in
the total number of shares of Common Stock outstanding as a
result of such combination. In the event that an adjustment
pursuant to this paragraph (b) is made as of the record date for
purposes of any subdivision or combination and such subdivision
or combination is not so made, the Exercise Price shall again be
adjusted to be the Exercise Price that would then be in effect if
such record date had not been fixed.
(c) Certain Dividends and Distributions. If the
Company shall pay a dividend on, or make any other distribution
to the holders of, its outstanding Common Stock in shares of its
Common Stock, the Exercise Price shall be adjusted, as of the
date the Company shall take a record of the holders of Common
Stock for the purpose of receiving such dividend or other distri-
bution (or if no such record is taken, as of the date of such
payment or other distribution), to that price determined by
multiplying the Exercise Price in effect immediately prior to
such record date (or if no such record is taken, immediately
prior to such payment or other distribution), by a fraction (i)
the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or
distribution, and (ii) the denominator of which shall be the
total number of shares of Common Stock outstanding immediately
after such dividend or distribution; provided that if the forego-
ing adjustment is made to the Exercise Price as of a record date
for such dividend or other distribution and such dividend or
distribution is not so paid or made, the Exercise Price shall
again be adjusted to be the Exercise Price that would then be in
effect if such record date had not been fixed.
(d) Adjustment Number of Shares. Upon each adjustment
and readjustment of the Exercise Price pursuant to paragraph (b)
or (c) of this Section 6, the number of shares of Common Stock
then issuable upon exercise of the Options shall be adjusted, to
the nearest 1/10th of a whole share, to the product obtained by
multiplying such number of shares issuable upon exercise of the
Options immediately prior to such adjustment in the Exercise
Price by a fraction, the numerator of which shall be the Exercise
Price immediately prior to such adjustment and the denominator of
which shall be the Exercise Price immediately thereafter.
7. Method of Exercise of Options. (a) Subject to
the terms and conditions of this Agreement, the Options shall be
exercisable by notice (an "Exercise Notice") and payment to the
Company in accordance with the procedure prescribed herein. Once
given, such notice shall be irrevocable. If the Executive fails
to accept delivery of and pay for all or any part of the number
of shares specified in the Exercise Notice upon tender or deliv-
ery thereof, his right to exercise the Options with respect to
such undelivered shares may be terminated in the sole discretion
of the Board.
(b) Each Exercise Notice shall (i) state whether the
Series A Options or the Series B Options are being exercised and
the number of shares in respect of which they are being exer-
cised, (ii) be accompanied by payment as provided in paragraph
(c) below and (iii) be signed by the person or persons entitled
to exercise such Options. If such Options are being exercised by
any person or persons other than the Executive, the Exercise
Notice shall be accompanied by proof, satisfactory to the Company
and its counsel, of the right of such person or persons to
exercise such Options.
(c) Payment of the Exercise Price shall be made by
delivering to the Company (i) a certified or bank cashier's check
payable to the Company or its order or a wire transfer directly
to an account specified by the Company, (ii) shares of Common
Stock to be issued pursuant to the Options being exercised and
having an aggregate Fair Market Value (as defined below) on the
date on which the Exercise Notice is given equal to the Exercise
Price, (iii) a copy of irrevocable instructions to a registered
broker/dealer to deliver promptly to the Company an amount of
proceeds from the sale of shares of Common Stock to be issued
pursuant to the Options being exercised or of a loan made with
respect to shares of Common Stock to be issued pursuant to the
Options being exercised sufficient, in either case, to pay the
Exercise Price or (iv) subject to the last sentence of Section 8,
a Note (as defined below) as provided in Section 9.
(d) The certificate or certificates representing
shares of Common Stock to be issued upon exercise of the Options
shall be registered in the name of the person or persons exercis-
ing such Options (or, if such Options are exercised by the
Executive and if the Executive so requests in the applicable
Exercise Notice, shall be registered in the name of the Executive
and his spouse jointly, with right of survivorship) but only upon
compliance with all the provisions of this Agreement, and such
certificate or certificate shall be delivered within 10 days
after receipt of payment and completion of such compliance by the
Executive, provided that in the case of clause (iii) of the first
sentence of Section 7(c), the Company shall not be required to
make delivery of the certificate or certificates until payment is
actually received from such broker/dealer.
(e) The Company shall have no obligation to issue or
deliver fractional shares of Common Stock upon exercise of the
Options but may, in its sole discretion, elect to do so. In lieu
of issuing any such fractional share the Company shall pay to the
person exercising the Options, promptly following such exercise,
an amount in cash equal to the Fair Market Value, as of the date
of exercise, of such fraction of a share.
8. Registration Rights. The Company shall file a
registration statement on Form S-8 (or any successor form for
registration under the Securities Act of 1933, as amended) with
respect to the Common Stock underlying the Options and cause such
registration statement to become effective not later than Septem-
ber 30, 1996. After such registration statement becomes effec-
tive, the Company shall use its best efforts to cause such
registration statement to remain effective at all times during
which the Options remain outstanding or the Executive holds
shares of Common Stock issued upon exercise of the Options.
9. Loan.1 (a) If the Common Stock underlying any
Options would not be Freely Transferable (as defined below) upon
issuance, subject to the provisions of this Section 9, the
Executive may pay the Exercise Price upon the exercise of such
Options by delivering with the Exercise Notice a promissory note
(the "Note") in the form attached hereto as Exhibit B in an
amount equal to the aggregate Exercise Price of the Options being
exercised pursuant to such Exercise Notice. The Note shall be
fully recourse to the Executive and shall be secured by a pledge
of the Executive's shares of Common Stock (the "Pledge Shares")
having an aggregate Fair Market Value, as of the day on which
___________________
1 The margin regulations require reporting of margin loans of
$200K and larger.
such Exercise Notice is given (the "Exercise Date") that is equal
to 125% of the principal amount of the Note (or such greater
percentage as may be required by any applicable law or regula-
tion, including without limitation Regulation G promulgated by
the Board of Governors of the Federal Reserve System). The Note
shall bear interest at a rate per annum equal to the lowest
commercial bank borrowing rate per annum available to the Company
(the "Base Rate") as of the day before the Exercise Date and
shall mature on the earlier of (A) the ninetieth (90th) day after
such shares of Common Stock become Freely Transferable, (B) the
day that is two and one half (2-1/2) years after the Exercise
Date and (C) the Put Right Exercise Date (as defined below). So
long as the conditions of this Section 9 are satisfied, the
Executive may tender a Note in payment of the Exercise Price with
respect to successive groups of Options. Notwithstanding the
foregoing to the contrary, if at the time that the Executive
exercises any of the Options applicable law requires that any
portion of the purchase price of shares of Common Stock be paid
for in cash or property other than a promissory note in order for
such shares to be fully paid within the meaning of such applica-
ble law, then the Executive shall pay such portion of the Exer-
cise Price with respect to such Options in cash or such other
property as the Executive and the Company may agree and the
principal amount of the Note shall be reduced accordingly.
(b) The obligation of the Company to accept a Note in
payment of the Exercise Price in respect of Options shall be
subject to the satisfaction by the Executive of the following
conditions, and by tendering a Note in full (subject to the last
sentence of Section 9(a)) payment of the Exercise Price, the
Executive is deemed to represent and warrant that all such
conditions have been satisfied:
(i) As of the Exercise Date, either (a) the
Executive is employed by the Company or (b) if the Executive
is not so employed, the Executive's employment was terminat-
ed by the Company without Cause or by the Executive for Good
Reason.
(ii) The Executive shall deliver a completed Note
having a principal amount equal to the aggregate Exercise
Price (or the balance of the aggregate Exercise Price after
subtracting the amount thereof paid or to be paid as cash or
other property pursuant to the last sentence of Section
9(a)) of the Options to be exercised, payable to the order
of the Company, dated as of the Exercise Date and executed
by the Executive.
(iii) The Executive shall deliver a completed
stock pledge agreement (the "Pledge Agreement") in the form
attached hereto as Exhibit C with respect to the Pledged
Shares, dated as of the Exercise Date and executed by the
Executive.
(iv) The Executive shall deliver the Pledged
Shares accompanied by stock assignments duly executed in
blank with signatures appropriately guaranteed or witnessed.
(v) No Event of Default (as defined in the Note)
has occurred and is continuing as of the Exercise Date and
no event that, with the giving of notice or the passage of
time or both, would become an Event of Default has occurred
and is continuing.
(vi) No default or breach has occurred and is
continuing with respect to any previously given Note or
Pledge Agreement that is outstanding as of the Exercise
Date.
(c) The "Fair Market Value" per share of Common Stock,
as of any date of determination, shall mean (i) the closing sales
price per share of Common Stock, on the national securities
exchange on which such stock is principally traded, on the next
preceding date on which there was a sale of such stock on such
exchange, or (ii) if the shares of Common Stock are not listed or
admitted to trading on any such exchange, the closing price as
reported by the Nasdaq Stock Market for the last preceding date
on which there was a sale of such stock on such exchange, or
(iii) if the shares of Common Stock are not then listed on a
national securities exchange or on the Nasdaq Stock Market, the
average of the highest reported bid and lowest reported asked
prices for the shares of Common Stock as reported by the National
Association of Securities Dealers, Inc. Automated Quotations
("NASDAQ") system for the last preceding date on which such bid
and asked prices were reported, or (iv) if the shares of Common
Stock are not then listed on any securities exchange or prices
therefor are not then quoted in the NASDAQ system, such value as
determined in good faith by the Board; provided that Fair Market
Value shall be determined without taking into account any dis-
count to reflect the fact that the shares of Common Stock may not
be freely transferred by the Executive or to reflect a lack of
liquidity in the market for the shares of Common Stock; provided,
further, that "Fair Market Value" shall be determined by a
nationally recognized investment banking firm acceptable to the
Company and the Executive if the Public Stock Date (as defined in
the Employment Agreement) has not occurred as of the time when
the Executive exercises the Put Right.
(d) Shares of Common Stock shall be deemed to be
"Freely Transferable" if such shares are subject to a currently
effective registration statement under the Securities Act or, in
the opinion of counsel to the Company, may be transferred in a
public sale without registration under the Securities Act.
10. Put Right. If any shares of Common Stock received
by the Executive upon exercise of the Options (the "Option
Shares") are not Freely Transferable when issued and if such
shares do not become Freely Transferable within seven (7) months
after the date of issuance, then the Executive shall have the
right (the "Put Right") to require the Company to purchase such
Option Shares at a price per share (the "Put Price") that is
equal to the Fair Market Value thereof as of the Put Right
Exercise Date; provided that the Put Right shall terminate when
such shares become Freely Transferable, and such right shall not
thereafter be revived for any reason. The Executive shall
exercise the Put Right by giving written notice to the Company of
the election to exercise the Put Right, which notice shall set
forth (i) the number of Option Shares with respect to which the
Put Right is exercised, (ii) the date of issuance of such shares
and (iii) the date upon which the Company shall purchase such
shares (the "Put Right Exercise Date"), which date shall be not
earlier than 30 days after the date on which such notice is
given. Once given, such notice shall be irrevocable. On the Put
Right Exercise Date, the Executive shall deliver to the Company
the certificate or certificates representing the Option Shares
with respect to which the Put Right is being exercised and the
Company shall pay the Put Price fifty percent (50%) in cash and
fifty percent (50%) in the form of a promissory note in the form
attached hereto as Exhibit D (the "Put Note"), provided that in
lieu of paying the Put Price in cash and Put Notes, the Company,
at its sole discretion, may set-off its obligation to pay the Put
Price under this Section 10 against the Executive's obligation to
pay the principal of and accrued but unpaid interest on any Notes
that remain outstanding. The Put Note shall bear interest at a
rate equal to the Base Rate on the day before the Put Right
Exercise Date per annum. The principal of the Put Note shall be
payable in two equal installments, and on each of the first and
second anniversaries of the Put Right Exercise Date, in each case
together with accrued but unpaid interest on the Put Note. So
long as the conditions of this Section 10 are met, the Executive
may exercise the Put Right with respect to successive groups of
Option Shares, provided that such Put Right shall not be exer-
cised with respect to Option Shares having an aggregate Fair
Market Value less than $100,000.
11. Conversion of Series B Options Upon a Change in
Control. If a Change in Control occurs and the Executive does
not terminate his employment for Good Reason pursuant to Section
5(d)(v) of the Employment Agreement, the Series B Options that
are applicable to Reference Years ending after the date of such
Change in Control shall automatically be converted into Series A
Options (the "Converted Options") on the later to occur of (a)
the ninetieth (90th) day following such Change in Control and (b)
the tenth (10th) day after the Executive no longer has the right
to terminate his employment for Good Reason as a result of such
Change in Control (the later of such dates, the "Conversion
Date"), and the Converted Options shall vest on the same schedule
and in the same proportion as all Series A Options that have not
vested on the day immediately preceding the date on which the
Change in Control occurred; provided that if all Series A Options
are fully vested as of the day immediately preceding the date on
which the Change in Control occurs, the Converted Options shall
become fully and immediately vested as of the Conversion Date.
12. No Right To Continued Employment. Nothing in this
Agreement shall confer upon the Executive the right to continue
in the employ of the Company or to be entitled to any right or
benefit not set forth in this Agreement or to interfere with or
limit in any way the right of the Company to terminate the
Executive's employment in accordance with the Employment Agree-
ment.
13. Withholding Taxes. The Company shall have the
right to require the Executive (or such other person, if any, who
has the right to exercise the Options) to pay to the Company in
cash the amount of any federal, state, local and foreign income
and other taxes that the Company may be required to withhold
before delivering to the Executive (or such other person) a
certificate or certificates representing shares of Common Stock
issuable hereunder. Notwithstanding the foregoing sentence,
subject to Section 15 hereof, the Executive may elect to cause
Common Stock issuable upon the exercise of any of the Options,
having a Fair Market Value) equal to the amount of such withhold-
ing obligation, to be withheld by the Company in satisfaction of
such obligation.
14. Approval of Counsel. Any exercise of the Options
and the issuance and delivery of shares of Common Stock pursuant
thereto shall be subject to approval by the Company's counsel of
all legal matters in connection therewith, including compliance
with the requirements of the Securities Act and the Exchange Act
and the respective rules and regulations thereunder, the require-
ments of any stock exchange upon which the Common Stock may then
be listed and any applicable state securities or "blue sky" laws.
The Executive understands that, as of the date hereof, neither
the Options nor the shares of Common Stock issuable upon exercise
of the Options have been registered under the Securities Act or
any applicable state securities or "blue sky" laws.
15. Resale of Common Stock. Upon any sale or transfer
of the Common Stock purchased upon exercise of the Options, the
Executive (or other transferor) shall deliver to the Company an
opinion of counsel, which opinion shall be satisfactory to the
Company, to the effect that either (i) such sale or transfer of
such Common Stock has been registered under the Securities Act
and there is in effect a current registration statement contain-
ing a prospectus meeting the requirements of section 10(a) of the
Securities Act that is being or shall be delivered to the pur-
chaser or transferee at or prior to the time of delivery of the
certificates evidencing the Common Stock to be sold or trans-
ferred or (ii) the sale of such Common Stock in the manner
described in the opinion shall not violate section 5 of the
Securities Act.
The certificates representing the shares of Common
Stock issued upon exercise of the Options shall bear a legend in
substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAW OR
AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND ANY
APPLICABLE STATE SECURITIES LAWS IS APPLICABLE.
16. Notices. For the purposes of this Agreement,
notices, demands and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been
given when (i) delivered by hand or (ii) (unless otherwise
specified) 5 days following mailing by United States certified
mail, return receipt requested, postage prepaid, (iii) when
delivered if sent by overnight service or (iv) when transmitted
by facsimile (with electronic or written confirmation of re-
ceipt), in each case addressed as follows:
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062
Attention: General Counsel
Fax: (708) 205-6050
with copies to:
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
All notices to the Executive or other person or persons
then entitled to exercise the Options shall be addressed to the
Executive or such other person or persons at:
Douglas A. Pertz
50 Grey Fox Run
Bentleyville, Ohio 44022-3392
Fax: (216) 247-0922
with a copy to:
James F. Streicher, Esq.
Calfee, Halter & Griswold
800 Superior Avenue, Suite 1800
Cleveland, Ohio 44114
Fax: (216) 241-0816
Anyone to whom a notice may be given under this Agree-
ment may designate a new address by notice to that effect.
17. Benefits of Agreement. This Agreement shall inure
to the benefit of and be binding upon each successor and assign
of the Company. All obligations imposed upon the Executive and
all rights granted to the Company under this Agreement shall be
binding upon the Executive and, to the limited extent set forth
herein, the Executive's heirs and legal representatives. No
other person shall have any rights under this Agreement.
18. Severability. In the event that any one or more
provisions of this Agreement shall be deemed to be illegal or
unenforceable, such illegality or unenforceability shall not
affect the validity and enforceability of the remaining legal and
enforceable provisions herein, which shall be construed as if
such illegal or unenforceable provision or provisions had not
been inserted.
19. Entire Agreement. The parties hereto agree that
this Agreement and its attachments contain the entire understand-
ing and agreement between them respecting the subject matter
hereof, and supersedes all prior understandings and agreements
between the parties respecting the subject matter hereof, and
that the provisions of this Agreement may not be modified, waived
or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the parties hereto.
20. Waiver. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be per-
formed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior
or subsequent time.
21. Governing Law. This Agreement shall be construed
and governed in accordance with the laws of the State of New
York, without regard to the conflicts of law principles thereof.
22. Incorporation by Reference. The incorporation
herein of any terms by reference to another document shall not be
affected by the termination of any agreement set forth in such
other document or the invalidity of any provision thereof.
23. Time Periods. Any action required to be taken
under this Agreement within a certain number of days shall be
taken within that number of calendar days; provided that if the
last day for taking such action falls on a weekend or a holiday,
the period during which such action may be taken shall be auto-
matically extended to the next business day.
24. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but
both of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agree-
ment to be executed by an authorized officer and the Executive
has hereunto set his hand all as of the day, month and year first
above written.
CULLIGAN WATER TECHNOLOGIES, INC.
By: _________________________________
Name:
Title:
Executive
_______________________________________
Douglas A. Pertz
Exhibit 99.3
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (this "Agreement") effective as
of September 12, 1995, by and between Culligan Water Technolo-
gies, Inc., a Delaware corporation (the "Company"), and Steven J.
Green (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Optionee was granted, as of June 8, 1993,
options to purchase shares of common stock of Astrum Internation-
al Corp. (now named Samsonite Corporation) ("Samsonite") pursuant
to Samsonite's 1993 Incentive Plan (the "Plan") and the Share
Option Agreement, effective as of June 8, 1993, between Samsonite
and the Optionee (the "Old Agreement");
WHEREAS, effective as of April 13, 1995, options to
purchase an aggregate of 653,668 shares of common stock of
Samsonite issued pursuant to the Old Agreement were vested and
exercisable (the "Samsonite Options"); and
WHEREAS, in accordance with the terms of the Plan and
the Distribution Agreement (the "Distribution Agreement") dated
as of July 14, 1995, by and between Samsonite and the Company, an
equitable adjustment was made to the Samsonite Options as a
result of the Distribution (as defined in the Distribution
Agreement) and the Company agreed to grant to the Optionee
options to purchase 653,668 shares of common stock, par value
$0.01 per share ("Common Stock"), of the Company.
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein set forth and other good and valuable
consideration, the Company and the Optionee hereby agree as
follows:
1. Confirmation of Grant of Option. Subject to the
terms and conditions of this Agreement, the Company hereby
confirms that the Optionee has been granted, effective as of
September 12, 1995 (the "Effective Date"), the right to purchase
(the "Option") an aggregate of Six Hundred Fifty-Three Thousand
Six Hundred Sixty-Eight (653,668) shares of Common Stock,
subject to adjustment as provided in Section 6 hereof.
2. Exercise Price. The price (the "Exercise Price")
at which shares of Common Stock shall be purchasable upon exer-
cise of the Option shall be $8.38 per share, subject to adjust-
ment as provided in Section 6 hereof.
3. Exercise of Option. The Option is fully vested
and exercisable as to 100% of the Common Stock underlying the
Option, subject to termination as provided herein.
4. Term of Option. The Option shall remain outstand-
ing and may be exercised in whole at any time or in part from
time to time (provided that the Option may not be exercised more
than once in any calendar month) during a period beginning on the
date hereof and ending at the close of business on June 8, 1998
(the "Option Term"), subject to earlier termination or cancella-
tion as provided in Section 5 hereof. The Optionee shall not
have any rights to dividends or any other rights of a stockholder
of the Company with respect to any shares of Common Stock subject
to the Option until such shares shall have been issued to him
upon purchase of such shares upon exercise of the Option.
5. Non-transferability of Option. The Option shall
not be transferable otherwise than by will or by the laws of
descent and distribution. The Option may be exercised during the
lifetime of the Optionee only by him and, after his death, only
by his executors, administrators, legatees or distributees. The
Option may not be pledged or hypothecated in any way, and shall
not be subject to execution, attachment or other process. Any
assignment, transfer, pledge, hypothecation or other disposition
of the Option attempted contrary to the provisions of this
Agreement, or any levy of execution, attachment or other process
attempted upon the Option, shall be null and void and without
effect. Any attempt to make any such assignment, transfer,
pledge, hypothecation or other disposition of the Option or any
attempt to make any such levy of execution, attachment or other
process shall cause the Option to terminate immediately upon the
happening of any such event if the Board of Directors of the
Company or any duly authorized committee thereof (the "Board"),
at any time, should, in its sole discretion, so elect, by written
notice to the Optionee or to the person or persons then entitled
to exercise the Option as provided herein; provided that any such
termination of the Option under the provisions of this Section 5
shall not prejudice any rights or remedies which the Company may
have under this Agreement or otherwise.
6. Adjustments. In the event that the Board shall
determine that any dividend or other distribution (whether in the
form of cash, Common Stock, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consol-
idation, spin-off, combination, repurchase or share exchange, or
other similar corporate transaction or event, affects the Common
Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of the Optionee, the Board
shall make such equitable changes or adjustments as, in its sole
discretion, it deems necessary or appropriate to any or all of
(a) the number and kind of shares of Common Stock (or other
property) issued or issuable in respect of the Option and/or (b)
the Exercise Price.
7. Method of Exercise of Option. Subject to the
terms and conditions of this Agreement, the Option shall be
exercisable by notice and payment to the Company in accordance
with the procedure prescribed herein. Each such notice shall:
(a) state the election to exercise the Option and the number of
shares in respect of which it is being exercised and (b) be
signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons
to exercise the Option.
Payment of the Exercise Price shall be made by
such person or persons at the place specified by the Company by
delivering to the Company a certified or bank cashier's check
payable to the Company or its order. The certificate or certifi-
cates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or
persons exercising the Option (or, if the Option is exercised by
the Optionee and if the Optionee so requests in the notice
exercising the Option, shall be registered in the name of the
Optionee and another person jointly, with right of survivorship),
but only upon compliance with all of the provisions of this
Agreement. If the Optionee fails to accept delivery of and pay
for all or any part of the number of shares specified in such
notice upon tender or delivery thereof, his right to exercise the
Option with respect to such undelivered shares may be terminated
in the sole discretion of the Board. The Option may be exercised
only with respect to full shares.
8. No Right To Continued Service. Nothing in this
Agreement shall confer upon the Optionee the right to continue to
serve as a director of the Company or to be entitled to any
remuneration or benefits not set forth in this Agreement.
9. Withholding Taxes. The Company shall have the
right to require the Optionee or such other person entitled to
exercise the Option to pay to the Company the amount of any taxes
which the Company may be required to withhold before delivery to
the Optionee or other person a certificate or certificates
representing shares of Common Stock issuable hereunder.
10. Approval of Counsel. The exercise of the Option
and the issuance and delivery of shares of Common Stock pursuant
thereto shall be subject to approval by the Company's counsel of
all legal matters in connection therewith, including compliance
with the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, and the
requirements of any stock exchange upon which the Common Stock
may then be listed. The Optionee understands that neither the
Option nor the shares of Common Stock issuable upon exercise of
the Option have been registered under the Securities Act or any
state securities laws.
11. Resale of Common Stock. Upon any sale or transfer
of the Common Stock purchased upon exercise of the Option, the
Optionee shall deliver to the Company an opinion of counsel
satisfactory to the Company to the effect that either (a) the
sale of the Common Stock to be so sold or transferred has been
registered under the Securities Act or (b) such Common Stock may
then be sold without registration under the Securities Act and
applicable state securities laws.
The certificates evidencing the shares of Common Stock
issued upon exercise of the Option shall bear a legend to the
following effect (unless the Company requires otherwise):
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL FOR THE COMPA-
NY, SUCH REGISTRATION IS NOT REQUIRED.
12. Registration Rights. The Company shall file a
registration statement on Form S-8 (or any successor form for
registration under the Securities Act) with respect to the Common
Stock underlying the Option not later than September 12, 1996.
13. Notices. Each notice relating to this Agreement
shall be in writing and delivered in person or by certified mail
to the proper address. All notices to the Company shall be
addressed to it at:
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062-6209
Attention: General Counsel
All notices to the Optionee or other person or persons
then entitled to exercise the Option shall be addressed to the
Optionee or such other person or persons at:
Steven J. Green
c/o Samsonite Corporation
40301 Fisher Island Drive
Fisher Island, Florida 33109
Anyone to whom a notice may be given under this Agree-
ment may designate a new address by notice to that effect.
14. Benefits of Agreement. This Agreement shall inure
to the benefit of and be binding upon each successor and assign
of the Company. All obligations imposed upon the Optionee and
all rights granted to the Company under this Agreement shall be
binding upon the Optionee and, to the limited extent set forth
herein, the Optionee's heirs, legal representatives and succes-
sors, and no other person shall have any rights under this
Agreement.
15. Severability. In the event that any one or more
provisions of this Agreement shall be deemed to be illegal or
unenforceable, such illegality or unenforceability shall not
affect the validity and enforceability of the remaining legal and
enforceable provisions hereof, which shall be construed as if
such illegal or unenforceable provision or provisions had not
been inserted.
16. No Fractional Shares. No fractional shares of
Common Stock shall be issued or delivered pursuant to this
Agreement. The Company shall determine whether cash or other
property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.
17. Governing Law. This Agreement shall be construed
and governed in accordance with the laws of the State of New
York, without regard to the conflicts of law principles thereof.
IN WITNESS WHEREOF, the Company has caused this Agree-
ment to be executed in its name by its President and the Optionee
has hereunto set his hand all as of the day, month and year first
above written.
CULLIGAN WATER TECHNOLOGIES, INC
By: /s/ Douglas A. Pertz
_______________________________
Name: Douglas A. Pertz
Title: President
OPTIONEE:
/s/ Steven J. Green
____________________________________
Steven J. Green
Exhibit 99.4
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (this "Agreement") effec-
tive as of September 12, 1995, by and between Culligan Water
Technologies, Inc., a Delaware corporation (the "Company"),
and Gregory Wm. Hunt (the "Executive").
W I T N E S S E T H :
WHEREAS, the Executive was granted, as of August
18, 1994, pursuant to the Stock Option Plan and Agreement
(the "Old Agreement"), dated as of August 18, 1994, by and
between the Executive and Astrum International Corp. (now
named Samsonite Corporation) ("Samsonite"), options to
purchase an aggregate of 17,500 shares of common stock of
Samsonite (the "Samsonite Options"); and
WHEREAS, in accordance with the terms of the Old
Agreement and the Distribution Agreement (the "Distribution
Agreement"), dated as of July 14, 1995, by and between
Samsonite and the Company, an equitable adjustment was made
to the Samsonite Options as a result of the Distribution (as
defined in the Distribution Agreement) and the Company
agreed to grant to the Executive options to purchase 17,500
shares of common stock, par value $0.01 per share ("Common
Stock"), of the Company.
NOW, THEREFORE, in consideration of the premises
and mutual covenants herein set forth and other good and
valuable consideration, the Company and the Executive hereby
agree as follows:
1. Confirmation of Grant of Option. Subject to
the terms and conditions of this Agreement, the Company
hereby confirms that the Executive has been granted, effec-
tive as of September 12, 1995 (the "Effective Date"), the
right to purchase (the "Option") an aggregate of Seventeen
Thousand Five Hundred (17,500) shares of Common Stock,
subject to adjustment as provided in Section 7 hereof.
2. Exercise Price. The price (the "Exercise
Price") at which shares of Common Stock shall be purchasable
upon exercise of the Option shall be $7.87 per share, sub-
ject to adjustment as provided in Section 7 hereof.
3. Exercise of Option. The Option is fully
vested and exercisable as to 100% of the Common Stock under-
lying the Option, subject to termination or cancellation as
provided herein.
4. Term of Option. The Option shall remain
outstanding and may be exercised in whole at any time or in
part from time to time (provided that the Option may not be
exercised more than once in any calendar month) during a
period beginning on the date hereof and ending at the close
of business on December 6, 1999 (the "Option Term"), subject
to earlier termination or cancellation as provided herein.
The Executive shall not have any rights to dividends or any
other rights of a stockholder of the Company with respect to
any shares of Common Stock subject to the Option until such
shares shall have been issued to him upon purchase of such
shares upon exercise of the Option.
5. Non-transferability of Option. The Option
shall not be transferable otherwise than by will or by the
laws of descent and distribution. The Option may be exer-
cised during the lifetime of the Executive only by him and,
after his death, only by his executors, administrators,
legatees or distributees. The Option may not be pledged or
hypothecated in any way, and shall not be subject to execu-
tion, attachment or other process. Any assignment, trans-
fer, pledge, hypothecation or other disposition of the
Option attempted contrary to the provisions of this Agree-
ment, or any levy of execution, attachment or other process
attempted upon the Option, shall be null and void and with-
out effect. Any attempt to make any such assignment, trans-
fer, pledge, hypothecation or other disposition of the
Option or any attempt to make any such levy of execution,
attachment or other process shall cause the Option to termi-
nate immediately upon the happening of any such event if the
Board of Directors of the Company or any duly authorized
committee thereof (the "Board"), at any time, should, in its
sole discretion, so elect, by written notice to the Execu-
tive or to the person or persons then entitled to exercise
the Option as provided herein; provided that any such termi-
nation of the Option under the provisions of this Section 5
shall not prejudice any rights or remedies which the Company
may have under this Agreement or otherwise.
6. Termination. If the Executive is terminated
from his employment with the Company for Cause (this ini-
tially capitalized term and the other initially capitalized
terms used but not otherwise defined herein have the mean-
ings given in the Employment Agreement, dated as of Septem-
ber 1, 1995, by and between the Company and the Executive
(the "Employment Agreement")) in accordance with Section
5(c) of the Employment Agreement, then the Option shall
automatically terminate and be cancelled (without any action
on the part of the Company) on the date upon which Prelimi-
nary Notice is given pursuant to Section 5(c) of the Employ-
ment Agreement (provided that the Executive's employment is
thereafter terminated in accordance with the provisions of
Section 5(c) of the Employment Agreement) ; provided that
notwithstanding clause (i) of the third sentence of Section
5(c) of the Employment Agreement, the failure of the Execu-
tive to cause the relocation to the Chicago area to occur on
or prior to the Final Relocation Date shall not constitute
Cause for purposes of this Section 6. If the Executive's
employment with the Company is terminated for any other
reason, the Option shall remain exercisable for the remain-
der of the Option Term notwithstanding such termination of
employment.
7. Adjustments. In the event that the Board
shall determine that any dividend or other distribution
(whether in the form of cash, Common Stock, or other proper-
ty), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, spin-off, combina-
tion, repurchase or share exchange, or other similar corpo-
rate transaction or event, affects the Common Stock such
that an adjustment is appropriate in order to prevent dilu-
tion or enlargement of the rights of the Executive, the
Board shall make such equitable changes or adjustments as,
in its sole discretion, it deems necessary or appropriate to
any or all of (a) the number and kind of shares of Common
Stock (or other property) issued or issuable in respect of
the Option and/or (b) the Exercise Price.
8. Method of Exercise of Option. Subject to the
terms and conditions of this Agreement, the Option shall be
exercisable by notice and payment to the Company in accor-
dance with the procedure prescribed herein. Each such
notice shall: (a) state the election to exercise the Option
and the number of shares in respect of which it is being
exercised and (b) be signed by the person or persons enti-
tled to exercise the Option and, if the Option is being
exercised by any person or persons other than the Executive,
be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise
the Option.
Payment of the Exercise Price shall be made
by such person or persons at the place specified by the
Company by delivering to the Company a certified or bank
cashier's check payable to the Company or its order. The
certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option (or,
if the Option is exercised by the Executive and if the
Executive so requests in the notice exercising the Option,
shall be registered in the name of the Executive and another
person jointly, with right of survivorship), but only upon
compliance with all of the provisions of this Agreement. If
the Executive fails to accept delivery of and pay for all or
any part of the number of shares specified in such notice
upon tender or delivery thereof, his right to exercise the
Option with respect to such undelivered shares may be termi-
nated in the sole discretion of the Board. The Option may
be exercised only with respect to full shares.
9. No Right To Continued Employment. Nothing in
this Agreement shall confer upon the Executive the right to
continue in the employ of the Company or to be entitled to
any remuneration or benefits not set forth in this Agreement
or to interfere with or limit in any way the right of the
Company to terminate the Executive's employment.
10. Withholding Taxes. The Company shall have
the right to require the Executive or such other person
entitled to exercise the Option to pay to the Company the
amount of any taxes which the Company may be required to
withhold before delivery to the Executive or other person a
certificate or certificates representing shares of Common
Stock issuable hereunder.
11. Approval of Counsel. The exercise of the
Option and the issuance and delivery of shares of Common
Stock pursuant thereto shall be subject to approval by the
Company's counsel of all legal matters in connection there-
with, including compliance with the requirements of the
Securities Act of 1933, as amended (the "Securities Act"),
and the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, and the requirements of
any stock exchange upon which the Common Stock may then be
listed. The Executive understands that neither the Option
nor the shares of Common Stock issuable upon exercise of the
Option have been registered under the Securities Act or any
state securities laws.
12. Resale of Common Stock. Upon any sale or
transfer of the Common Stock purchased upon exercise of the
Option, the Executive shall deliver to the Company an opin-
ion of counsel satisfactory to the Company to the effect
that either (a) the sale of the Common Stock to be so sold
or transferred has been registered under the Securities Act
or (b) such Common Stock may then be sold without registra-
tion under the Securities Act and applicable state securi-
ties laws.
The certificates evidencing the shares of Common
Stock issued upon exercise of the Option shall bear a legend
to the following effect (unless the Company requires other-
wise):
THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUN-
SEL FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
13. Registration Rights. The Company shall file
a registration statement on Form S-8 (or any successor form
for registration under the Securities Act) with respect to
the Common Stock underlying the Option not later than Sep-
tember 12, 1996.
14. Notices. Each notice relating to this Agree-
ment shall be in writing and delivered in person or by
certified mail to the proper address. All notices to the
Company shall be addressed to it at:
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062-6209
Attention: General Counsel
All notices to the Executive or other person or
persons then entitled to exercise the Option shall be ad-
dressed to the Executive or such other person or persons at:
Gregory Wm. Hunt
10 Hopestill Brown Road
Sudbury, Massachusetts 01776
Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that
effect.
15. Benefits of Agreement. This Agreement shall
inure to the benefit of and be binding upon each successor
and assign of the Company. All obligations imposed upon the
Executive and all rights granted to the Company under this
Agreement shall be binding upon the Executive and, to the
limited extent set forth herein, the Executive's heirs,
legal representatives and successors, and no other person
shall have any rights under this Agreement.
16. Severability. In the event that any one or
more provisions of this Agreement shall be deemed to be
illegal or unenforceable, such illegality or
unenforceability shall not affect the validity and enforce-
ability of the remaining legal and enforceable provisions
hereof, which shall be construed as if such illegal or
unenforceable provision or provisions had not been inserted.
17. No Fractional Shares. No fractional shares
of Common Stock shall be issued or delivered pursuant to
this Agreement. The Company shall determine whether cash or
other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
18. Governing Law. This Agreement shall be
construed and governed in accordance with the laws of the
State of New York, without regard to the conflicts of law
principles thereof.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed in its name by its President and
the Executive has hereunto set his hand all as of the day,
month and year first above written.
CULLIGAN WATER TECHNOLOGIES, INC.
By: /s/ Douglas A. Pertz
__________________________________
Name: Douglas A. Pertz
Title: President
EXECUTIVE:
/s/ Gregory Wm. Hunt
______________________________________
Gregory Wm. Hunt
