As filed with the Securities and Exchange Commission on February 5, 1998
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.
1997 STOCK OPTION AND INCENTIVE AWARD 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 LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1) Price Fee
- ------------------- ------------- ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share . . . . . 1,000,000 shares $35.8125 $35,812,500 $10,564.69
</TABLE>
(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 on February 3, 1998.
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 an "affiliate" (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 1997 Stock Option and Incentive Award Plan.
REOFFER PROSPECTUS
CULLIGAN WATER TECHNOLOGIES, INC.
300,000 SHARES OF COMMON STOCK
This Reoffer Prospectus (the "Prospectus") may be used in
connection with the offering by a certain selling stockholder (the
"Selling Stockholder") of Culligan Water Technologies, Inc. (the
"Company"), who may be deemed an "affiliate" 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 him and are available to be resold by
him pursuant to the Company's 1997 Stock Option and Incentive Award Plan.
The Selling Stockholder 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 the Selling Stockholder will
be borne by the Selling Stockholder.
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 February 5, 1998
TABLE OF CONTENTS
AVAILABLE INFORMATION................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................2
GENERAL..............................................................3
USE OF PROCEEDS......................................................4
SELLING STOCKHOLDER..................................................4
PLAN OF DISTRIBUTION.................................................4
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-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, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997;
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1997;
(5) 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;
(6) 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;
(7) The Company's Registration Statement on Form S-3 (File No.
333-12069);
(8) The Company's Registration Statement on Form S-3 (File No.
333-40203);
(9) The Company's Proxy Statement dated May 14, 1997 for the
Company's Annual Meeting of Stockholders held on June 13, 1997; and
(10) The Company's reports on Form 8-K dated February 14,
1997, August 13, 1997, September 8, 1997, November 4, 1997, November 21,
1997 and December 12, 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(R),
Everpure(R) and Bruner(R) 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(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 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 Stockholder upon exercise of options granted to him and
will be sold for the account of the
Selling Stockholder.
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 are being offered by the
Selling Stockholder. The Company will not receive any proceeds from sales
of Common Stock by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth: (i) the name and position of
the Selling Stockholder; (ii) the number of shares of Common Stock owned
by the Selling Stockholder as of December 31, 1997; (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 the Selling
Stockholder after completion of this offering, assuming the sale of all
shares of Common Stock covered by this Prospectus.
<TABLE>
<CAPTION>
SHARES OWNED
AFTER OFFERING
-----------------------
SHARES OWNED AS OF SHARES
NAME AND POSITION DECEMBER 31, 1997 OFFERED NUMBER PERCENTAGE
- ------------------------ ------------------- --------- ---------- ---------E
<S> <C> <C> <C> <C>
Douglas A. Pertz 627,917(1) 300,000 327,917(1) *
President, Chief
Executive Officer
and Director
</TABLE>
(1) Includes shares of Common Stock underlying options granted to Mr.
Pertz under his Employment Agreements with the Company, including
options included under the Plan.
* less than 1%
The preceding table reflects the Selling Stockholder who is
eligible to reoffer and resell Common Stock, whether or not he has a
present intent to do so. There is no assurance that the Selling
Stockholder will sell any or all of the Common Stock offered by him
hereunder. The inclusion in the foregoing table of the individual named
therein shall not be deemed to be an admission that such individual is an
"affiliate" of the Company.
This Prospectus may be amended or supplemented from time to
time to add or delete a Selling Stockholder.
PLAN OF DISTRIBUTION
The shares of Common Stock being sold by the Selling
Stockholder is for his own account. The Company will not receive any of
the proceeds from such sale of the Common Stock.
The distribution of the Common Stock by the Selling
Stockholder 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 Stockholder.
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 LLP, 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, 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.
300,000 SHARES OF COMMON STOCK
------------
PROSPECTUS
------------
FEBRUARY 5, 1998
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 a prospectus, dated February 5, 1998 (the "Plan Prospectus"),
which is to be distributed to participants in the Culligan Water
Technologies, Inc. 1997 Stock Option and Incentive Award 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, as amended, (the "Securities Act") and the
Securities Exchange Act of 1934, as amended (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, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1997;
(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1997;
(4) The Company's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1997;
(5) 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;
(6) 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;
(7) The Company's Registration Statement on Form S-3 (File No.
333-12069);
(8) The Company's Registration Statement on Form S-3 (File No.
333-40203);
(9) The Company's Proxy Statement dated May 14, 1997 for the
Company's Annual Meeting of Stockholders held on June 13, 1997; and
(10) The Company's reports on Form 8-K dated February 14,
1997, August 13, 1997, September 8, 1997, November 4, 1997, November 21,
1997 and December 12, 1997.
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 no
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 1997 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 (the "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 Skadden, Arps, Slate, Meagher & Flom LLP
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 LLP 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 1997 Stock Option and Incentive Award Plan
(incorporated by reference to the Company's Proxy
Statement dated May 14, 1997, for its Annual Meeting of
Stockholders held on June 13, 1997).
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 reason able 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 5th day of February, 1998.
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 Executive February 5, 1998
- ----------------------- Officer and Director
Douglas A. Pertz
/s/ Michael E. Salvati Vice President, Finance and February 5, 1998
- ----------------------- Chief Financial Officer
Michael E. Salvati (principal financial and
accounting officer)
/s/ R. Theodore Ammon Director February 5, 1998
- -----------------------
R. Theodore Ammon
/s/ Andrew Africk Director February 5, 1998
- -----------------------
Andrew Africk
/s/ Bernard Attal Director February 5, 1998
- -----------------------
Bernard Attal
/s/ Leon D. Black Director February 5, 1998
- -----------------------
Leon D. Black
/s/ Robert H. Falk Director February 5, 1998
- -----------------------
Robert H. Falk
/s/ Michael Fisch Director February 5, 1998
- -----------------------
Michael Fisch
/s/ Mark H. Rachesky Director February 5, 1998
- -----------------------
Mark H. Rachesky
/s/ Robert L. Rosen Director February 5, 1998
- -----------------------
Robert L. Rosen
/s/ Marc J. Rowan Director February 5, 1998
- -----------------------
Marc J. Rowan
/s/ Stephen J. Solarz Director February 5, 1998
- -----------------------
Stephen J. Solarz
/s/ Carl Spielvogel Director February 5, 1998
- -----------------------
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 (the "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 Skadden, Arps, Slate, Meagher & Flom LLP
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 LLP
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 1997 Stock Option and Incentive Award Plan
(incorporated by reference to the Company's Proxy
Statement dated May 14, 1997, for its Annual Meeting
of Stockholders held on June 13, 1997).
Exhibit 5
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
February 5, 1998
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 corpo ration (the "Company"), in
connection with the preparation of a registration statement on Form S-8,
relat ing to the issuance and sale of up to 1,000,000 shares (the
"Shares") of the common stock of the Company, par value $0.01 per share
(the "Common Stock"), upon exercise of stock options that have been or
may be granted under the Company's 1997 Stock Option and Incentive Award
Plan (the "Stock Option 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"), (b) the Stock Option Plan, (c) a
specimen certificate evi dencing 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 resolu tions of the Board of Directors of the Company
relating to, among other things, the Stock Option Plan (the "Board
Resolutions") and (g) 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 by parties
other than the Company, we 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 we did not
independently establish or verify, we have relied upon certificates,
state ments or representations 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
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 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
New York, and we do not ex press any opinion as to the laws of any
jurisdiction other than the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly and validly authorized 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 LLP
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
February 5, 1998
