================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) NOVEMBER 23, 2004
-------------------------------
IONICS, INCORPORATED
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 1-7211 04-2068530
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
65 GROVE STREET
WATERTOWN, MASSACHUSETTS 02472
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 926-2500
-----------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Executive Bonus Payments
------------------------
On November 23, 2004, the Board of Directors of Ionics, Incorporated
("Ionics") approved the payment of an aggregate of $870,000 in cash bonuses to
11 management employees, including certain of its executive officers (including
its Chief Executive Officer and each of the other four named executive officers)
with respect to the fiscal year ending December 31, 2004. These bonuses are in
addition to any contractually required cash bonuses, which will also be paid by
Ionics on or prior to December 31, 2004. These bonuses will be paid on or before
December 31, 2004 as determined by Ionics' Chief Executive Officer. In addition,
Ionics' Board of Directors approved the payment of an aggregate of up to another
$630,000 in cash bonuses to Ionics' employees (other than its Chief Executive
Officer and Vice President, Water Systems Division) with respect to the fiscal
year ending December 31, 2004. These bonuses will be paid to employees (which
may include certain executive officers), in the amounts and at the times
determined by Ionics' Chief Executive Officer.
Also on November 23, 2004, for purposes of their respective employment
agreements with Ionics, Ionics' Board of Directors established target bonuses
for the executive officers listed below for the fiscal year ending December 31,
2005, in the amount set forth opposite each such executive officer's name:
Name Bonus
---- -----
Douglas R. Brown $600,000
John F. Curtis $300,000
Lyman B. Dickerson $250,000
Waiver Agreement
----------------
On December 8, 2004, Ionics and certain of its subsidiaries entered
into a Waiver Agreement with UBS AG, Stamford Branch, as Administrative Agent
and Collateral Agent, and other lenders signatory thereto (the "Waiver
Agreement"), pursuant to which the Required Lenders (as defined in that certain
Credit Agreement dated as of February 13, 2004, as amended, by and among Ionics
and the other parties thereto (the "Credit Agreement")) agreed to waive, for a
specified period of time, (i) the breach by Ionics of certain provisions of the
Credit Agreement resulting from Ionics' execution of the Agreement and Plan of
Merger dated as of November 24, 2004 among General Electric Company, Triton
Acquisition Corp. and Ionics (pursuant to which Ionics will become a wholly
owned subsidiary of General Electric Company) and (ii) the requirement that
Ionics grant a security interest in and mortgage on certain properties pursuant
to the Credit Agreement. A copy of the Waiver Agreement is attached as Exhibit
10.1 hereto and is hereby incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
10.1 Waiver Agreement by and among Ionics and certain
of its subsidiaries, UBS AG, Stamford Branch, as
Administrative Agent and Collateral Agent, and
the lenders signatory thereto dated as of
December 8, 2004
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Ionics, Incorporated
Date December 13, 2004 By /s/ Stephen Korn
----------------------------
Stephen Korn, Vice President
and General Counsel
-3-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Waiver Agreement by and among Ionics and certain of its
subsidiaries, UBS AG, Stamford Branch, as Administrative
Agent and Collateral Agent, and the lenders signatory
thereto dated as of December 8, 2004
-4-