As filed with the Securities and Exchange Commission on September 18, 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 of incorporation) (IRS employer identification number)
65 Grove Street
Watertown, Massachusetts 02472-2882
(Address and zip code of principal executive offices)
INDUCEMENT NON-QUALIFIED STOCK OPTION AGREEMENT
(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)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered (1) Per Share Offering Price Registration Fee
------------------------------------ -------------- --------- -------------- ----------------
Common Stock (Par Value $1.00 Per
Share) 200,000 $22.00 $4,400,000 $355.96
Total 200,000 $22.00 $4,400,000 $355.96
---------------
(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
Inducement Non-Qualified Stock Option Agreement by reason of any stock
dividend, stock split, recapitalization or other similar transaction.
Page -2-
PART I
Item 1. Plan Information
The documents containing the information specified in this Item 1
will be sent or given to the Vice President, Strategy and Operations
of the Registrant, to whom the Inducement Non-Qualified Stock Option
Agreement was granted on August 28, 2003, 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 the Vice President, Strategy and Operations
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 Quarterly Report of the Registrant on Form 10-Q for the
fiscal quarter ended June 30, 2003, filed with the Commission
on August 13, 2003 pursuant to the Securities and Exchange Act
of 1934, as amended, which contains unaudited financial
statements of the Registrant for the fiscal quarter ended June
30, 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
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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
-------------------------
Not applicable.
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 128,814 shares of Common Stock, including 126,000 shares of
Common Stock in the form of presently exercisable stock options and
1,591 shares held in the Ionics Section 401(k) Stock Savings Plan
(based on August 31, 2003 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 Company
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
------- -----------------------------------
Not applicable.
Item 8. Exhibits
------- --------
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 Inducement Non-Qualified Stock Option Agreement
between the Registrant and John F. Curtis dated
August 28, 2003.
5.1 Opinion of Stephen Korn, General Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
Page -4-
23.2 Consent of Stephen Korn, General Counsel (included
in Exhibit 5.1).
24.0 Power of Attorney.
*Incorporated herein by reference.
Item 9. Undertakings
------------
(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
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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
18th day of September, 2003.
IONICS, INCORPORATED
By: /s/Douglas R. Brown
-------------------
Douglas R. Brown
President 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.
Signature Title Date
--------- ----- ----
President and
/s/ Douglas R. Brown Chief Executive Officer September 18, 2003
--------------------
Douglas R. Brown (Principal Executive Officer)
Vice President and
/s/ Daniel M. Kuzmak Chief Financial Officer September 18, 2003
--------------------
Daniel M. Kuzmak (Principal Financial Officer)
Vice President and
/s/ Anthony Di Paola Corporate Controller September 18, 2003
--------------------
Anthony Di Paola (Principal Accounting Officer)
Page -6-
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.
Date: September 18, 2003 Director /s/Douglas R. Brown
--------------------------------------------
Douglas R. Brown, Director
Date: September 18, 2003 Director /s/Stephen L. Brown
--------------------------------------------
Stephen L. Brown, Director
Date: September 18, 2003 Chairman of the Board and
Director /s/Arthur L. Goldstein
--------------------------------------------
Arthur L. Goldstein, Director
Date: September 18, 2003 Director
--------------------------------------------
Kathleen F. Feldstein, Director
Date: September 18, 2003 Director /s/William K. Reilly
--------------------------------------------
William K. Reilly, Director
Date: September 18, 2003 Director /s/John J. Shields
--------------------------------------------
John J. Shields, Director
Date: September 18, 2003 Director /s/Daniel I. C. Wang
--------------------------------------------
Daniel I. C. Wang, Director
Date: September 18, 2003 Director /s/Mark S. Wrighton
--------------------------------------------
Mark S. Wrighton, Director
Date: September 18, 2003 Director /s/Allen S. Wyett
--------------------------------------------
Allen S. Wyett, Director
Page -7-
EXHIBIT INDEX
Sequentially Numbered
Exhibit No. Description of Exhibits 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 Inducement Non-Qualified Stock Option Agreement between the
Registrant and John F. Curtis dated August 28, 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).
24.0 Power of Attorney.
*Incorporated herein by reference.