As filed with the Securities and Exchange Commission on September 25, 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.
AMENDED AND RESTATED 1995 STOCK OPTION AND
INCENTIVE AWARD PLAN
-AND-
CULLIGAN WATER TECHNOLOGIES, INC.
DIRECTORS' STOCK PLAN
(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 Amount of
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price Fee
==============================================================================
Common Stock, 700,000 $37.38 $26,166,000 $9,022.76
par value $.01
per share
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of
1933 (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
September 19, 1996.
EXPLANATORY NOTE
This Registration Statement relates to (a) 200,000
shares of Common Stock of Culligan Water Technologies, Inc., a
Delaware corporation (the "Company"), issuable pursuant to the
Company's Directors' Stock Plan and (b) 500,000 additional shares
of Common Stock issuable upon exercise of options and other
awards to be granted under the Company's 1995 Stock Option and
Incentive Award Plan, as a result of the amendment and
restatement of such plan. 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 the Company
acquired by "affiliates" of the Company (as such term is defined
in Rule 405 of the General Rules and Regulations under the
Securities Act) pursuant to the Company's Directors' Stock Plan.
SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 1996
REOFFER PROSPECTUS
CULLIGAN WATER TECHNOLOGIES, INC.
200,000 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 Directors' Stock Plan (the "Plan").
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, Inc., 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,
Inc. 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 September 25, 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 . . . . . . . . . . . . . . . . . . . . . 6
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith files reports and
other information with the Securities and Exchange Commission
(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
information 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 Commission maintains a Website
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission. The address of such site is http://www.sec.gov.
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
Registration 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
Registration 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 Company's Quarterly Reports on Form 10-Q for
the quarters ended April 30, 1996 and July 31, 1996;
(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 description of the rights associated with the
Common Stock included in the Company's Registration Statement on
Form 8-A, filed pursuant to Section 12 of the Exchange Act on
September 16, 1996 (File No. 1-14104), including any amendment or
report filed for the purpose of updating such information;
(5) The Company's Registration Statement on Form S-3,
filed on September 16, 1996 (File No. 333-12069), including any
amendment or report filed for the purpose of updating such
information; and
(6) The Company's Proxy Statement dated April 30, 1996
for the Company's Annual Meeting of Stockholders held on June 14,
1996.
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
document 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
incorporated 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 and consumer, and 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. In
mid-1996, Culligan launched a line of water filtration products
for sale through department stores and do it yourself outlets
utilizing the WaterWare by Culligan tradename.
The Company has been an active participant in the water
purification and treatment industry since 1936, and its Culligan
and Everpure 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 , Coca-Cola , Pepsi-Cola , Starbucks , 7-Eleven ,
Navistar, Owens-Corning, Eli Lilly, Carnival Cruise Lines,
Ingersoll-Rand and Union Carbide.
With net sales of $330.8 million for the twelve months
ended July 31, 1996, the Company is one of the leaders in the
highly fragmented water purification and treatment industry. The
Company and its dealers provide a wide range of services to
support its products and offer a full line of accessories and
replacement parts. Approximately 48% of the Company's net sales
in fiscal 1996 were derived from sources believed to be recurring
in nature, such as servicing installed equipment, sales of
replacement parts, filters and other consumables, equipment
rental and royalties. In fiscal 1996, approximately 40% of the
Company's net sales were from export and international sales.
The Company conducts its activities in two principal areas: (i)
household and consumer, including bottled water, and (ii)
commercial and industrial, including portable deionization
services and operate and maintain and build, own and operate
water and wastewater treatment 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
acquired by the Selling Stockholders pursuant to the Plan 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-3 (File No. 333-12069) and incorporated by
reference into this Reoffer Prospectus, which contains a
description of the risks of investing in the Common Stock.
USE OF PROCEEDS
All of the shares of Common Stock offered hereby 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 beneficially owned by each Selling
Stockholder as of August 31, 1996; (iii) the number of shares of
Common Stock covered by this Prospectus; and (iv) the amount and
the percentage 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
Name and as of August Shares
Position (a) 31, 1996 Offered (b) Number Percentage
------------ ------------ ----------- ------ ----------
R. Theodore Ammon 174 33,333 0 *
Director
Bernard Attal 174 33,333 0 *
Director
Leon D. Black 174(c) 33,333 0 *
Director
Robert H. Falk 174(c) 33,333 0 *
Director
Robert L. Rosen 174 33,333 0 *
Director
Marc J. Rowan 174(c) 33,333 0 *
Director
______________
* less than 1%
(a) This column sets forth the directors of the Company who have
elected to participate in the Plan for the fiscal year ended
January 31, 1997. Messrs. Rachesky and Solarz who are
eligible as directors to participate in the Plan have not
elected to participate in the Plan for the fiscal year ended
January 31, 1997. If Messrs. Rachesky or Solarz elect to
participate in the Plan in future fiscal years, this
Prospectus will be amended or supplemented accordingly to
reflect them as Selling Stockholders.
(b) As of the date of this Prospectus, directors of the Company
have elected to receive an aggregate of 1,044 shares of
Common Stock pursuant to the Plan in lieu of their fees for
the fiscal quarter ended July 31, 1996. The amounts set
forth in this column assume that all directors who have
elected to participate in the Plan as of the date of this
Prospectus will make elections to receive their directors'
fees in Common Stock. Accordingly, the 200,000 shares of
Common Stock available for issuance pursuant to the Plan
have been allocated equally among all directors who have
elected to participate in the Plan as of the date of this
Prospectus. The actual amount of shares to be acquired by
each director pursuant to the Plan and to be offered
pursuant to this Prospectus will be different from the
amounts set forth above. If required, such actual amounts
will be set forth in a Prospectus Supplement accompanying
this Prospectus.
(c) Does not include an aggregate of 7,334,859 shares of Common
Stock (representing approximately 36.8% of the outstanding
shares of Common Stock) held by Apollo Investment Fund, L.P.
or any of its affiliated partnerships or corporations with
which Messrs. Black, Falk and Rowan are associated.
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
"affiliates" 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, Inc., 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.
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 financial statements and schedule of the Company as
of January 31, 1995 and 1996, and for each of the periods in the
three year period ended January 31, 1996, have been incorporated
by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP contains and explanatory
paragraph that states that Astrum was required to establish a new
basis of accounting and adjust the recorded amounts of assets and
liabilities to fair market values at June 30, 1993. The
Company's consolidated financial statements include the
continuing impact of the recapitalization.
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 OR ANY SELLING
STOCKHOLDER. 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 SOLICITATION 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 AUTHORIZED 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.
200,000 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 September 25,
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, as amended and
restated, and the other to be distributed to participants in the
Culligan Water Technologies, Inc. Directors' Stock Plan.
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,
pursuant to the Securities Act of 1933 (the "Securities Act") and
the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference in this registration statement.
1. The Company's Annual Report on Form 10-K for the
year ended January 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended April 30, 1996 and July 31, 1996;
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 description of the rights associated with the
Common Stock included in the Company's Registration Statement on
Form 8-A, filed pursuant to Section 12 of the Exchange Act on
September 16, 1996 (File No. 1-14104), including any amendment or
report filed for the purpose of updating such information;
5. The Company's Registration Statement on Form S-3,
filed on September 16, 1996 (File No. 333-12069), including any
amendment or report filed for the purpose of updating such
information; and
6. The Company's Proxy Statement dated April 30, 1996
for the Company's Annual Meeting of Stockholders held on June 14,
1996.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered 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
limitations, to indemnify its directors and officers against
expenses (including attorneys' fees, judgments, fines and certain
settlements) 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
investigative (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), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action,
suit or proceeding 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 and, with respect to any criminal action or
proceeding, 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
circumstances 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
consisting 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
indemnification 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
subsequently 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
Company, 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,
incorporated by reference to the Company's
Registration Statement on Form 10 (File No. 0-
26630).
4.3 Rights Agreement between the Company and the First
National Bank of Boston, as Rights Agent,
incorporated by reference to Exhibit 3 to the
Company's Registration Statement on Form 8-A filed
with the Commission on September 16, 1996 (File
No. 1-14104).
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
certified public accountants.
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, as
amended and restated, incorporated by reference to
the Company's Proxy Statement filed with the
Commission on April 30, 1996.
99.2 Directors' Stock Plan, incorporated by reference
to the Company's Proxy Statement filed with the
Commission on April 30, 1996.
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
registration 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
Exchange 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
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 25th day of September
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, Michael E. Salvati 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
confirming 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 September 25, 1996
---------------------- Executive Officer
Douglas A. Pertz and Director
/s/ Michael E. Salvati Vice President, September 25, 1996
---------------------- Finance and Chief
Michael E. Salvati Financial Officer
(principal
financial and
accounting
officer)
/s/ R. Theodore Ammon Director September 25, 1996
----------------------
R. Theodore Ammon
---------------------- Director
Bernard Attal
/s/ Leon D. Black Director September 25, 1996
----------------------
Leon D. Black
/s/ Robert H. Falk Director September 25, 1996
----------------------
Robert H. Falk
---------------------- Director
Mark H. Rachesky
/s/ Robert L. Rosen Director September 25, 1996
---------------------
Robert L. Rosen
/s/ Marc J. Rowan Director September 25, 1996
---------------------
Marc J. Rowan
/s/ Stephen J. Solarz Director September 25, 1996
---------------------
Stephen J. Solarz
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Restated Certificate of
Incorporation of the Company
(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 (incorporated by reference
to the Company's Registration
Statement on Form 10 (File No.
0-26630)).
4.3 Rights Agreement between the Company
and the First National Bank of Boston,
as Rights Agent, incorporated
by reference to Exhibit 3 to the
Company's Registration Statement on
Form 8-A filed with the Commission on
September 16, 1996 (File No. 1-
14104)
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 certified public
accountants.
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, as amended and restated,
(incorporated by reference to the
Company's Proxy Statement filed with
the Commission on April 30, 1996).
99.2 Directors' Stock Plan (incorporated
by reference to the Company's Proxy
Statement filed with the Commission
on April 30, 1996).
Exhibit 5
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
September 25, 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 700,000
shares (the "Shares") of the common stock of the Company, par
value $.01 per share ("Common Stock"). The Shares consist of
500,000 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, as amended and
restated (the "Stock Option Plan") and 200,000 shares of Common
Stock which have been reserved for issuance (the "Director
Shares") under the Company's Directors' Stock Plan (the "Director
Plan").
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") on
the date hereof, (b) the Stock Option Plan, (c) the Director
Plan, (d) a specimen certificate evidencing the Common Stock, (e)
the Restated Certificate of Incorporation of the Company, as
presently in effect, (f) the Amended and Restated By-Laws of the
Company, as presently in effect, (g) certain resolutions of the
Board of Directors of the Company relating to, among other
things, the Stock Option Plan and the Director Plan
(collectively, the "Board Resolutions") and (h) such other
documents as we have deemed necessary or appropriate 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
authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by
parties other than the Company, we have assumed that such parties
had or will have the power, corporate or other, to enter into and
perform all obligations thereunder 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 opinions expressed herein which we did not
independently establish or verify, we have relied upon
certificates, statements or representations of officers and other
representatives of the Company, public officials and others. In
rendering the opinions set forth below, we have assumed that (i)
the certificates representing the Stock Option Plan Shares and
the Director 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 Stock Option Plan Shares, the
Company and the relevant optionee will have duly entered into
stock option or similar agreements ("Agreements") in accordance
with the Board Resolutions and the Stock Option Plan.
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.
Based upon and subject to the foregoing, we are of the
opinion that:
1. The Stock Option Plan Shares have been duly and
validly authorized for issuance and, when delivered and paid for
in accordance with the terms of the Agreements, will be validly
issued, fully paid and nonassessable.
2. The Director Shares have been duly and validly
authorized for issuance and, when issued in accordance with the
terms of the Director Plan, 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 dated March 15, 1996 relating
to the Company's consolidated financial statements and schedule
as of January 31, 1995 and 1996 and for each of the periods in the
three year period ended January 31, 1996 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
paragraph 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
liabilities 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
September 25, 1996
