As filed with the Securities and Exchange Commission on November 13, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-3
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 other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
___________________
ONE CULLIGAN PARKWAY
NORTHBROOK, ILLINOIS 60062
(847) 205-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
__________________________
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)
Copy to:
GREGORY A. FERNICOLA, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
______________________
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box.(X)
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and a list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share (2) Price (2) Fee
Common Stock,
par 352,240 $40.90625 $14,408,817.50 $4,367
value $.01
per share. .
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and based on the average of the high and low sales
prices of the Common Stock as reported on the New York Stock Exchange
on November 12, 1997 pursuant to Rule 457(c) under the Securities
Act.
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
[FLAG]
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and
Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the
registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws
of any such State.
Prospectus
Subject to Completion, Dated November 13, 1997
CULLIGAN WATER TECHNOLOGIES, INC.
352,240 SHARES OF COMMON STOCK
This Prospectus relates to the offering from time to time of
up to 352,240 of Common Stock, par value $.01 per share (the
"Common Stock"), of Culligan Water Technologies, Inc., a Delaware
corporation (the "Company"), by certain stockholders of the Company
(the "Selling Stockholders"). The Common Stock offered hereby was
issued as consideration to the Selling Stockholders in connection
with the Company's acquisition of all of the outstanding capital
stock of The R&S McCoy Corporation, Florida Bottled Water Company,
McCoy Transport, Inc., H2O Ventures, Inc. and Gold Coast Water
Technologies, Inc. (collectively, the "Acquired Companies"). See
"Selling Stockholders." The Company will not receive any proceeds
from the sale of the Common Stock offered hereby.
The Selling Stockholders directly, or through agents or
dealers designated from time to time, may sell the Common Stock
offered hereby from time to time on terms to be determined at the
time of sale. To the extent required, the number of shares of
Common Stock to be sold, purchase price, public offering price, the
names of any such agent or dealer and any applicable commission or
discount with respect to a particular offering will be set forth in
an accompanying Prospectus Supplement. The aggregate proceeds to
the Selling Stockholders from the sale of the Common Stock offered
hereby will be the purchase price thereof less the aggregate
agents' or dealers' commissions and discounts, if any, and other
expenses of distribution not borne by the Company. The Company has
agreed to pay certain expenses in connection with the filing of the
Registration Statement (as hereinafter defined) with the Securities
and Exchange Commission. See "Plan of Distribution."
The Selling Stockholders and any dealers or agents that
participate with any Selling Stockholder in the distribution of
Common Stock may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"),
and any commission received by them and any profit from the resale
of Common Stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of
Distribution" for a description of information regarding
indemnification arrangements.
The Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the trading symbol "CUL." The last reported sale
price of the Common Stock on the NYSE on November 12, 1997 was
$40.50 per share.
____________________
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 Prospectus is _________ __, 1997
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 requirements
of the Securities Exchange Act of 1934, as amended (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-3 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
fiscal year ended January 31, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997 and July 31, 1997;
(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
(File No. 33-12069); and
(6) The Company's Proxy Statement dated May 14, 1997 for
the Company's Annual Meeting of Stockholders held on June 13, 1997;
and
(7) The Company's reports on Form 8-K dated February 14,
1997, August 13, 1997 and September 8, 1997.
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, Culligan's licensed bottled
water sales now rank fourth in the five-gallon bottled water market
in the United States. In fiscal 1997, Culligan entered the
consumer market selling filtration products directly to retailers.
The Company has been an active participant in the water
purification and treatment industry since 1936, and its Culligan ,
Everpure and Bruner brands 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 3
million households in the United States, representing the largest
installed base in the country. In addition, over 1.5 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.
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.
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 Prospectus, which contains a description 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
On September 30, 1997, the Company acquired (the
"Acquisition") all of the outstanding capital stock of the
Acquired Companies. In connection with the Acquisition, the
Company has issued and delivered an aggregate of 352,240 shares of
Common Stock to the Selling Stockholders in exchange for the all of
the outstanding capital stock of the Acquired Companies, in each
case upon the terms set forth in the Exchange Agreement, dated as
of September 30, 1997 (the "Exchange Agreement"), among George
Randall McCoy, Trustee UTD 3/20/92 M/B George R. McCoy and Sharon
M. Weekes and Leon A. Weekes, Co-Trustees UTD 4/7/92 M/B Sharon M.
Weekes and the Company. The Company entered into a Registration
Agreement, dated as of September 30, 1997 with the Selling
Stockholders (the "Registration Agreement") in connection with the
Acquisition.
The following table sets forth information with respect
to the Selling Stockholders and the respective number of shares of
Common Stock beneficially owned by each Selling Stockholder, all of
which are offered pursuant to this Prospectus.
Number of
Shares of
Common Stock
Name and Address Owned
George Randall McCoy, Trustee
UTD 3/20/92 M/B George R. McCoy 176,120*
c/o George R. McCoy
2353 SE Laurel Run Drive
Ocala, Florida 34471
Sharon M. Weekes and Leon A. Weekes,
Co-Trustees UTD 4/7/92 MB Sharon M. Weekes 176,120*
c/o Sharon M. Weeks
4930 Pine Tree Drive
Boynton Beach, Florida 33436
___________________
* In each case represents less than 1% of the total outstanding
shares of common stock.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Common Stock being
offered hereby directly to other purchasers, or to or through
dealers or agents. To the extent required, a Prospectus Supplement
with respect to the Common Stock will set forth the terms of the
offering of the Common Stock, including the name(s) of any dealers
or agents, the number of shares of Common Stock to be sold, the
price of the offered Common Stock, any underwriting discounts or
other items constituting underwriters' compensation.
The Common Stock offered hereby may be sold from time to
time directly by the Selling Stockholders or, alternatively,
through broker-dealers or agents. Such Common Stock may be sold in
one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the
time of sale or at negotiated prices. Such sales may be effected
in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on
which the Common Stock may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-
counter market or (iv) through the writing of options. In
connection with sales of the Common Stock offered hereby or
otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers, which may in turn engage in short
sales of such Common Stock in the course of hedging the positions
they assume. The Selling Stockholders may also sell the Common
Stock offered hereby short and deliver such Common Stock to close
out such short positions, or loan or pledge such Common Stock to
broker-dealers that in turn may sell such securities. The Common
Stock offered hereby also may be sold pursuant to Rule 144 under
the Securities Act.
The Selling Stockholders and any such brokers, dealers or
agents, may be deemed "underwriters" as that term is defined by the
Securities Act.
If a dealer is utilized in the sale of any Common Stock
in respect of which this Prospectus is delivered, the Selling
Stockholders may sell such Common Stock to the dealer, as
principal. The dealer may then resell such Common Stock to the
public at varying prices to be determined by such dealer at the
time of resale. To the extent required, the name of the dealer and
the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
In connection with the sale of Common Stock offered
hereby, dealers or agents may receive compensation from the Selling
Stockholders or from purchasers of such Common Stock for whom they
may act as agents in the form of discounts, concessions, or
commissions. Agents, and dealers participating in the distribution
of the Common Stock may be deemed to be underwriters, and any such
compensation received by them and any profit on the resale of
Common Stock by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
Pursuant to the Registration Agreement, the Company has
agreed to pay all costs and expenses associated with the
registration of the Shares under the Securities Act. In addition,
the Selling Stockholders may be entitled to idemnification against
certain liabilities pursuant to the Exchange Agreement.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock
will be passed upon for the Company by Edward A. Christensen, Esq.,
Vice President, General Counsel and Secretary of the Company.
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, 1997 have been audited by KPMG
Peat Marwick LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements 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 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.
352,240 SHARES OF COMMON STOCK
PROSPECTUS
_______________, 1997
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee . . . . . . . . . . . . $ 4,367
Accountants' fees and expenses . . . . . . . $ 2,500*
Attorneys' fees and expenses . . . . . . . . $10,000*
Miscellaneous . . . . . . . . . . . . . . . $ 633*
--------
Total . . . . . . . . . . . . . . $17,500*
=======
____________________
* Estimated
The Company will pay all such expenses.
Item 15. 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.
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
Exhibit
Number Description
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)).
4.4 Amendment No. 1 to the Rights Agreement between
the Company and American Stock Transfer and
Trust Company, as successor Rights Agent
(incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter
ended July 31, 1997).
5 Opinion of Edward A. Christensen, Esq. regarding the
legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP, independent
certified public accountants.
23.2 Consent of Edward A. Christensen, Esq. to the
filing of his opinion (included in Exhibit 5).
24 Powers of Attorney (included on the signature page of
this Registration Statement).
ITEM 17. 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-3 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 13th day of November, 1997.
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 A. 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 November 13, 1997
____________________ Executive Officer
Douglas A. Pertz and Director
/s/ Michael E. Salvati Vice President, November 13, 1997
_______________________ Finance and Chief
Michael E. Salvati Financial Officer
(principal
financial and
accounting
officer)
/s/ R. Theodore Ammon Director November 13, 1997
________________________
R. Theodore Ammon
/s/Andrew Africk Director November 13, 1997
_______________________
Andrew Africk
/s/ Bernard Attal Director November 13, 1997
_______________________
Bernard Attal
/s/Leon D. Black Director November 13, 1997
_______________________
Leon D. Black
/s/ Robert H. Falk Director November 13, 1997
_______________________
Robert H. Falk
/s/Michael Fisch Director November 13, 1997
______________________
Michael Fisch
/s/Mark H. Rachesky Director November 13, 1997
______________________
Mark H. Rachesky
/s/ Robert L. Rosen Director November 13, 1997
______________________
Robert L. Rosen
/s/ Marc J. Rowan Director November 13, 1997
______________________
Marc J. Rowan
__________________ Director November 13, 1997
Stephen J. Solarz
/s/Carl Spielvogel Director November 13, 1997
___________________
Carl Spielvogel
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)).
4.4 Amendment No. 1 to the Rights Agreement between the
Company and American Stock Transfer and Trust Company, as
successor Rights Agent (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1997).
5 Opinion of Edward A. Christensen regarding the legality
of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP, independent certified
public accountants.
23.2 Consent of Edward A. Christensen to the filing of his
opinion (included in Exhibit 5).
24 Powers of Attorney (included on the signature page of
this Registration Statement).
Exhibit 5
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062
November 13, 1997
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of
Culligan Water Technologies, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the
preparation of a registration statement on Form S-3, relating to
the sale by certain stockholders of the Company of up to 352,240
shares (the "Shares") of the common stock of the Company, par value
$0.01 per share (the "Common Stock").
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, as amended (the "Act").
I have examined originals or copies, certified or
otherwise identified to our satisfaction, of (a) the Registration
Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"), (b)
the Exchange Agreement, dated as of September 30, 1997, among the
Company, George Randall McCoy, Trustee UTD 3/20/92 M/B George R.
McCoy and Sharon M. Weeks and Leon A. Weeks, Co-Trustees UTD 4/7/92
M/B Sharon M. Weeks (the "Exchange Agreement"), (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
Exchange Agreement (the "Board Resolutions") and (g) such other
documents as I have deemed necessary or appropriate as a basis for
the opinions set forth below.
In my examination, I have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me
as certified, conformed or photostatic copies and the authenticity
of the originals of such latter documents. In making my
examination of documents executed by parties other than the
Company, I have assumed that such parties had 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 I did not independently establish or verify, I have relied
upon certificates, statements or representations of officers and
other representatives of the Company, public officials and others.
I am admitted to the Bar of the State of New York and I
do not express any opinion as to the laws of any jurisdiction other
than the Delaware General Corporation Law.
Based upon and subject to the foregoing, I am of the
opinion that the Shares have been duly authorized and validly
issued and are fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving
such consent, I do not thereby admit that I am 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/ Edward A. Christensen, Esq.
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.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
November 13, 1997
