FORM S-8
As filed with the Securities and Exchange Commission on May 29, 2003
Registration No. 33-
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IONICS, INCORPORATED
(Exact
name of registrant as specified in its charter)
Massachusetts
04-2068530
(State or other jurisdiction of incorporation) (IRS employer identification number)
65 Grove Street
Watertown,
Massachusetts 02472-2882
(Address and zip code of principal executive offices)
IONICS, INCORPORATED
2003
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
Stephen Korn, Esq.
Vice President & General Counsel
Ionics, Incorporated
65 Grove Street
Watertown,
Massachusetts 02472-2882
(Name and address of agent for service)
617-926-2500
(Telephone number, including area code, of agent for service)
CALCULATION OF
REGISTRATION FEE
Title of Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
| Common Stock (Par Value $1.00 |
|
|
|
|
|
|
|
|
|
| Per Share) | |
200,000 |
|
$20.23 |
|
$4,046,000 |
|
$327.32 |
|
Total | |
200,000 |
|
$20.23 |
|
$4,046,000 |
|
$327.32 |
|
| (1) |
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall also
cover any additional shares of Common Stock which become issuable upon exercise
of options granted under the Ionics, Incorporated 2003 Non-Employee Directors
Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction. |
| (2) |
|
The
exercise price of such options shall be determined at time of grant. Accordingly,
pursuant to Rule 457(c) and Rule 457 (h)(1) under the Securities Act of 1933,
the price of $20.23, which is the average of the high and low prices reported on
the New York Stock Exchange on May 27, 2003, is set forth solely for purposes of
calculating the registration fee. |
PART I
| |
The
documents containing the information specified in this Item 1 will be sent or given to
the participants in the Ionics, Incorporated 2003 Non-Employee Directors Stock
Option Plan, as specified by Rule 428(b) (1). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. |
| Item |
|
2.
Registrant Information and Employee Plan Annual Information |
| |
The
documents containing the information specified in this Item 2 will be sent or given to
participants as specified by Rule 428(b) (1). In accordance with the rules
and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. |
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
| Item |
|
3. Incorporation of Documents by Reference |
| |
The following
documents filed with the Commission are incorporated by reference in this Prospectus: |
| |
|
(a) |
|
The
Annual Report of the Registrant on Form 10-K for the fiscal year ended December 31, 2002,
filed with the Commission on March 31, 2003 pursuant to the Securities
Exchange Act of 1934, as amended, which contains audited financial
statements of the Registrant for the fiscal year ended December 31,
2002, as amended by Form 10-K/A filed with the Commission on April 1,
2003. |
| |
|
(b)(1) |
|
The
Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended March 31,
2003, filed with the Commission on May 15, 2003 pursuant to the
Securities Exchange Act of 1934 as amended, which contains unaudited
financial statements of the Registrant for the fiscal quarter ended
March 31, 2003. |
| |
|
(2) |
|
The
Current Report of the Registrant on Form 8-K filed with the Commission on May 6, 2003. |
| |
|
(c) |
|
The
section entitled "Description of Registrant's Securities to be Registered" contained in
the Registrant's Registration Statement on Form 8-A, filed with the
Commission on September 27, 1990 pursuant to Section 12(g) of the Exchange Act. |
| |
|
|
|
All documents
subsequently filed with the Commission by the Registrant 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
herein have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such documents. |
| Item |
|
4.
Description of Securities |
| Item |
|
5.
Interest of Named Experts and Counsel |
| |
The
validity of the shares of Common Stock offered hereby will be passed upon for the
Registrant by Stephen Korn, Esq., Vice President and General Counsel of the
Registrant. Mr. Korn is the beneficial owner of 123,179 shares of Common Stock,
including 120,500 shares of Common Stock in the form of presently exercisable
stock options and 1,456 shares held in the Ionics Section 401(k) Stock Savings
Plan (based on December 31, 2002 data). |
| Item |
|
6.
Indemnification of Directors and Officers |
| |
The
Registrant is permitted by Massachusetts law and required by its By-laws to indemnify any
director or officer or former director or officer against all expenses and
liabilities reasonably incurred by him in connection with any legal action in
which such person is involved by reason of his position with the Registrant unless he
shall have been finally adjudicated in any action, suit or proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interests of the Registrant. Such indemnification shall include payment by the
Registrant of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon the Registrant's receipt of the undertaking of the person indemnified to repay such
payment if such person shall be adjudicated not entitled to such
indemnification. |
| |
Directors
and officers are also insured up to an aggregate amount of $15 million under Directors'
and Officers' Liability and Company Reimbursement Policies. |
| |
The
Registrant's Restated Articles of Organization include a provision limiting the personal
liability of directors of the Registrant to its stockholders for monetary
damages for breaches of their fiduciary duty to the extent permitted by the
Massachusetts Business Corporation Law. |
| Item |
|
7.
Exemption from Registration Claimed |
| |
|
Exhibit No. |
|
Description of Exhibit |
| |
|
*4.1 |
|
Renewed
Rights Agreement, dated as of August 19, 1997, between the
Registrant and BankBoston N.A. (filed as Exhibit 1 to the
Registrant's Current Report on Form 8-K dated August 27,
1997). |
| |
|
*4.2 |
|
Form
of Common Stock Certificate (filed as Exhibit 4.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1995). |
| |
|
*4.3 |
|
Ionics,
Incorporated 2003 Non-Employee Directors Stock Option Plan
(filed as Exhibit 10.5 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2003). |
| |
|
*4.4 |
|
Form
of Stock Option Agreement issued pursuant to the Ionics, Inc.
Incorporated 2003 Non-Employee Directors Stock Option Plan
(filed as Exhibit 10.6 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2003). |
| |
|
5.1 |
|
Opinion
of Stephen Korn, General Counsel. |
| |
|
23.1 |
|
Consent
of PricewaterhouseCoopers LLP. |
| |
|
23.2 |
|
Consent
of Stephen Korn, General Counsel (included in Exhibit 5.1). |
*Incorporated herein by
reference.
| (a) |
|
The
undersigned Registrant hereby undertakes: |
| |
|
(1) |
|
To
file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: |
| |
|
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| |
|
|
(ii) |
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, represents a
fundamental change in the information set forth in the
Registration Statement; |
| |
|
|
(iii) |
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)(i) and (a)(1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement. |
| |
|
(2) |
|
That,
for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 of 1933, 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 Town of Watertown and Commonwealth of Massachusetts on the 29th day of
May, 2003.
IONICS, INCORPORATED
| /S/ |
Arthur L. Goldstein
|
Arthur L. Goldstein
Chairman of the Board and
|
Chief Executive Officer |
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
| /S/ |
Arthur L. Goldstein
Arthur L. Goldstein |
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) |
May 29, 2003 |
| /S/ |
Daniel M. Kuzmak
Daniel M. Kuzmak |
Vice President and
Chief Financial Officer
(Principal Financial Officer) |
May 29, 2003 |
| /S/ |
Anthony Di Paola
Anthony Di Paola |
Vice President and
Corporate Controller
(Principal Accounting Officer) |
May 29, 2003 |
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
| May 29, 2003 |
By: |
/s/Douglas R. Brown
Douglas R. Brown, Director
|
| May 29, 2003 |
By: |
/s/Stephen L. Brown
Stephen L. Brown, Director
|
| May 29, 2003 |
By: |
/s/Arthur L. Goldstein
Arthur L. Goldstein, Chairman of the Board and Director
|
| May 29, 2003 |
By: |
/s/Kathleen F. Feldstein
Kathleen F. Feldstein, Director
|
| May 29, 2003 |
By: |
/s/William K. Reilly
William K. Reilly, Director
|
| May 29, 2003 |
By: |
/s/John J. Shields
John J. Shields, Director
|
| May 29, 2003 |
By: |
/s/Daniel I. C. Wang
Daniel I. C. Wang, Director
|
| May 29, 2003 |
By: |
/s/Mark S. Wrighton
Mark S. Wrighton, Director
|
| May 29, 2003 |
By: |
/s/Allen S. Wyett
Allen S. Wyett, Director
|
EXHIBIT INDEX
Exhibit No. Description of Exhibits
Sequentially Numbered Page
| |
4.1 |
|
Renewed Rights Agreement, dated as of
August 19, 1997, between the Registrant and BankBoston N.A. (filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K dated August 27, 1997). |
* |
| |
4.2 |
|
Form of Common Stock Certificate (filed
as Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995). |
* |
| |
4.3 |
|
Ionics, Incorporated 2003 Non-Employee Directors
Stock Option Plan (filed as Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003). |
* |
| |
4.4 |
|
Form of Stock Option Agreement issued pursuant to the
Ionics, Incorporated 2003 Non-Employee Directors Stock Option Plan (filed as Exhibit 10.6 to the Registrant's
Quarterly Report on form 10-Q for the quarter ended March 31, 2003). |
* |
| |
5.1 |
|
Opinion of Stephen Korn, General Counsel |
|
| |
23.1 |
|
Consent of PricewaterhouseCoopers LLP. |
|
| 23.2 |
|
Consent of Stephen Korn, General Counsel (included in Exhibit 5.1). |
___________________
*Incorporated herein by reference.