As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-
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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)
Delaware 04-2068530
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
65 Grove Street
Watertown, Massachusetts 02472
(Address of Principal Executive Offices)
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Ionics, Incorporated 1998 Non-Employee Directors' Fee Plan
(Full Title of the Plan)
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Stephen Korn, Vice President and General Counsel
Ionics, Incorporated
65 Grove Street
Watertown, Massachusetts 02472
(Name and Address of Agent For Service)
(617) 926-2500
(Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
William J. Schnoor, Jr.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registered Fee (1)
------------- ---------- --------- -------------- ------------------
Common Stock, $1.00 par 4,338 shares $29.03(2) $ 125,932 $ 33.25
value 95,662 shares 29.03(3) $2,777,068 $733.15
Total: 100,000 shares $29.03 $2,903,000 $766.40
==============
========================================================================================================================
(1) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
(2) All of these shares are issued and outstanding and available for
resale hereunder. Pursuant to Rule 457(h), the price of $29.03 per share, which
is the average of the high and low prices on the New York Stock Exchange on June
19, 2000, is set forth solely for purposes of calculating the filing fee.
(3) None of these shares have been issued. Accordingly, pursuant to Rule
457(h), the price of $29.03 per share, which is the average of the high and low
prices on the New York Stock Exchange on June 19, 2000, is set forth solely for
purposes of calculating the filing fee.
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PART I
A. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others 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 employees as specified by Rule 428(b). 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.
B. REOFFER PROSPECTUS STATEMENT
The materials that follow, up to but not including the page beginning
Part II of this Registration Statement, constitute a Reoffer Prospectus prepared
in accordance with the requirements of Part I of Form S-3 pursuant to General
Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
reofferings and resales of up to 4,338 shares of common stock acquired by
certain affiliates of Ionics, Incorporated, as defined in Rule 405 under the
Securities Act of 1933, as amended, pursuant to Ionics, Incorporated's 1998
Non-Employee Directors' Fee Plan.
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REOFFER PROSPECTUS
4,338 SHARES
Ionics, Incorporated
Common Stock
(par value $1.00 per share)
-----------------------
This reoffer prospectus relates to 4,338 shares of the common stock of
Ionics, Incorporated, a Massachusetts corporation ("Ionics"), which may be sold
from time to time by certain selling stockholders of Ionics. These shares were
issued pursuant to our 1998 Non-Employee Directors' Fee Plan. The selling
stockholders may sell the shares from time to time, subject to certain
restrictions. Ionics will receive no proceeds from the sale of these shares.
Our common stock is traded on the New York Stock Exchange under the
symbol "ION." On June 19, 2000, the last reported sale price of our common stock
on the New York Stock Exchange was $28 7/8 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Reoffer Prospectus is June 20, 2000.
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AVAILABLE INFORMATION
This prospectus is part of a registration statement on Form S-8 we
filed with the Securities and Exchange Commission in connection with this
offering and does not contain all of the information included in the
registration statement. Whenever a reference is made in this prospectus to any
contract or other document of ours, the reference may not be complete, and you
should refer to the exhibits that are a part of the registration statement for a
copy of the contract or document.
In addition to the registration statement, we file annual, quarterly
and current reports, proxy statements and other information with the Securities
and Exchange Commission. You may read and copy the registration statement and
any other documents we file at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the Public Reference Room.
In addition, the Securities and Exchange Commission maintains a web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission.
We will provide without charge to each person who is delivered a
prospectus, upon written or oral request, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to those documents unless
those exhibits are specifically incorporated by reference into those documents).
Requests for copies should be directed to Ionics, Incorporated, 65 Grove Street,
Watertown, Massachusetts 02472 (telephone: (617) 926-2500).
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THE COMPANY
Ionics is a leading water purification company engaged worldwide in the
supply of water and of water treatment equipment through the use of proprietary
separations technologies and systems. Our products and services are used by us
or our customers to desalt brackish water and seawater, to purify and supply
bottled water, to treat water in the home, to manufacture and supply water
treatment chemicals and ultrapure water, to process food products, recycle and
reclaim process water and wastewater, and to measure levels of waterborne
contaminants and pollutants. Our customers include industrial companies,
consumers, municipalities and other governmental entities, and utilities.
Over fifty years ago, the Company pioneered the development of the
ion-exchange membrane and the electrodialysis process. Since that time, the
Company has expanded its separations technology base to include a number of
membrane and non-membrane-based separations processes which the Company refers
to as The Ionics Toolbox(R). These separations processes include electrodialysis
reversal (EDR), reverse osmosis (RO), ultrafiltration (UF), microfiltration
(MF), electrodeionization (EDI), electrolysis, ion exchange, carbon adsorption,
and thermal processes such as evaporation and crystallization, as well as
solvent extraction and recovery processes. We believe that we are the world's
leading manufacturer of ion-exchange membranes and of membrane-based systems for
the desalination of water.
We were incorporated in Massachusetts in 1948. Our principal executive
offices are located at 65 Grove Street, Watertown, Massachusetts 02472.
This prospectus contains certain "forward-looking statements"
(statements that are not historical fact) based on our current expectations,
assumptions, estimates and projections about our Company and our industry. These
forward-looking statements involve risks and uncertainties. Our actual results
could differ materially from those anticipated in those forward-looking
statements as a result of many factors, as more fully described in our filings
with the Securities and Exchange Commission.
USE OF PROCEEDS
Ionics will not receive any proceeds from the sale of shares by the
selling stockholders. See "Selling Stockholders" and "Plan of Distribution."
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SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder and
(a) the number of shares of common stock each selling stockholder beneficially
owned as of the date of this prospectus and prior to this offering, (b) the
number of shares of common stock being offered hereby by such selling
stockholder and (c) the number of shares of and the percentage of common stock
outstanding to be beneficially owned by each selling stockholder following this
offering, assuming the sale of all shares by the selling stockholders that are
registered hereby. There is no assurance that any of the selling stockholders
will participate in this offering. Each selling stockholder is a director of
Ionics.
Percentage of
Shares Shares
Shares Shares Covered Beneficially Beneficially
Beneficially by this Owned After Owned After
Name Owned (#) Prospectus this offering (#) this Offering
---- --------- ---------- ----------------- -------------
Douglas R. Brown 18,444 (1) 444 18,000 (1) *
William L. Brown 18,782 (2) 782 18,000 (2) *
Kathleen F. Feldstein 5,943 (3) 943 4,500 (3) *
John J. Shields 12,283 (4) 283 11,960 (4) *
Daniel I.C. Wang 6,943 (5) 943 6,000 (5) *
Mark S. Wrighton 12,043 (6) 943 11,100 (6) *
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# The number of shares of common stock deemed outstanding as of the date of
this prospectus for each individual includes shares of common stock
outstanding on such date owned by such individual and all shares of common
stock subject to stock options held by such individual exercisable as of
the date of this prospectus or within 60 days thereafter.
* Less than 1%
(1) Includes 8,000 shares which Mr. Douglas R. Brown has the right to acquire
pursuant to the exercise of stock options.
(2) Includes 15,000 shares which Mr. William L. Brown has the right to acquire
pursuant to the exercise of stock options.
(3) Includes 4,000 shares which Ms. Feldstein has the right to acquire pursuant
to the exercise of stock options.
(4) Includes 11,500 shares which Mr. Shields has the right to acquire pursuant
to the exercise of stock options.
(5) Includes 6,000 shares which Mr. Wang has the right to acquire pursuant to
the exercise of stock options.
(6) Includes 11,000 shares which Mr. Wrighton has the right to acquire pursuant
to the exercise of stock options.
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PLAN OF DISTRIBUTION
The shares of our common stock offered hereby may be sold from time to
time by the selling stockholders for each of their own account, subject to
certain restrictions. Ionics will receive no proceeds from this offering. The
selling stockholders will pay or assume brokerage commissions or other charges
and expenses incurred in the sale of the shares.
The selling stockholders' sale of their shares is not currently subject
to any underwriting agreement. The shares covered by this prospectus may be sold
by the selling stockholders or by pledgees, donees, transferees, distributees or
other successors in interest of the selling stockholders from time to time. The
selling stockholders may sell their shares from time to time at fixed prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. Sales may be
effected in the over-the-counter market, on the New York Stock Exchange, or on
any exchange on which the shares may then be listed. The selling stockholders
may sell the shares by one or more of the following: (a) in one or more block
trades in which a broker or dealer so engaged will attempt to sell all or a
portion of the shares held by the selling stockholders as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) through purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; (c) in ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) in negotiated transactions; and (e) through other means.
The selling stockholders may effect these transactions by selling
shares to or through broker-dealers, and those broker-dealers may receive
compensation in the form of underwriting discounts, concessions, commissions, or
fees from the selling stockholders and/or purchasers of the shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). These broker-dealers and the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act, in
connection with those sales, and any commissions received by them and any profit
on the resale of shares placed by them might be deemed to be underwriting
compensation.
Any shares of our common stock covered by this Prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus. The selling stockholders are not
restricted as to the price or prices at which they may sell their shares. Sales
of shares of common stock at less than the market prices may depress the market
price of our common stock. The selling stockholders are restricted as to the
number of shares which may be sold at any one time pursuant to Rule 144. In
addition, the selling stockholders may decide not to sell all, none or a portion
of their shares.
We have informed the selling stockholders that the anti-manipulation
rules under the Exchange Act (including, without limitation, Rule 10b-5 and
Regulation M - Rule 102) may apply to sales in the market and we will furnish
the selling stockholders upon request with a copy of these Rules. We will also
inform the selling stockholders of the need for delivery of copies of this
prospectus.
State Street Bank and Trust Company, Boston, Massachusetts, is the
transfer agent for our common stock.
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LEGAL MATTERS
Certain legal matters in connection with the offering of the shares of
Common Stock of the Company are being passed upon for the Company by Stephen
Korn, Vice President, General Counsel and Clerk of the Company. Mr. Korn is the
beneficial owner of 90,086 shares of Common Stock, including 88,000 presently
exercisable stock options and 863 shares held in the Company's Section 401(k)
Stock Savings Plan (based on January 31, 2000 plan data).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by us with the Commission pursuant to the
Exchange Act are incorporated in this prospectus by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 filed pursuant to the Securities
Exchange Act of 1934, as amended, which contains audited
financial statements for the fiscal year ended December 31,
1999.
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed pursuant to the Securities
Exchange Act of 1934, as amended, which contains unaudited
financial statements for the fiscal quarter ended March 31,
2000.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended, pursuant to
Section 12 thereof.
All documents subsequently filed by Ionics pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed incorporated by reference in this prospectus and made
a part hereof from the date of filing of those documents. Any statement
contained in a document incorporated or deemed incorporated by reference in this
prospectus shall be deemed modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed incorporated by reference
herein or in any prospectus supplement modifies or supersedes that statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
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-8-
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You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of Common Stock only in jurisdictions where offers
and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the Common Stock. In this
prospectus, references to "Ionics," "we," "our" and "us" refer to Ionics,
Incorporated.
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TABLE OF CONTENTS
Page
Available Information ...................... 2
Ionics...................................... 3
Use of Proceeds ............................ 3
Selling Stockholders........................ 4
Plan of Distribution ....................... 5
Legal Matters .............................. 6
Incorporation of Certain Information
by Reference.............................. 6
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4,338 Shares
Ionics, Incorporated
4,338 Shares
Common Stock
---------------
REOFFER
PROSPECTUS
---------------
June 20, 2000
===============================================================================
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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 Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed pursuant to the Securities Exchange Act of 1934,
as amended, which contains audited financial statements for the fiscal year
ended December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed pursuant to the Securities Exchange Act of
1934, as amended, which contains unaudited financial statements for the fiscal
quarter ended March 31, 2000.
(c) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end
of the fiscal year covered by the annual report referred to in (a) above.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Securities Exchange
Act of 1934, as amended, pursuant to Section 12 thereof.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby 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 or is
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 part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the offering of the shares of
Common Stock of the Company are being passed upon for the Company by Stephen
Korn, Vice President, General Counsel and Clerk of the Company. Mr. Korn is the
beneficial owner of 90,086 shares of Common Stock, including 88,000 presently
exercisable stock options and 863 shares held in the Company's Section 401(k)
Stock Savings Plan (based on January 31, 2000 plan data).
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Item 6. Indemnification of Directors and Officers.
The Company 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 such person in connection with
any legal action in which such person is involved by reason of his or her
position with the Company unless he or she shall have been finally adjudicated
in any action, suit or proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Company. Such indemnification shall include payment by the Company of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of such action, or defending a civil or criminal action or
proceeding, upon the Company'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
$10,000,000 under Directors' and Officers' liability and Company Reimbursement
Policies.
The Company's Restated Articles of Organization include a provision
limiting the personal liability of a director 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.
See Item 9(c) for a statement concerning indemnification for liabilities
under the Securities Act of 1933.
Item 7. Exemption for Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Renewed Rights Agreement, dated as of August 19, 1997 between
Ionics, Incorporated and BankBoston N.A. (filed as Exhibit 1
to the Company'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
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.3 Ionics, Incorporated 1998 Non-Employee Directors' Fee Plan
(filed as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1998).
5 Opinion of Stephen Korn, General Counsel.
23.1 Consent of Stephen Korn, General Counsel (included in Exhibit
5 hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
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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, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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;
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other
information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such
financial statements and information are 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 Form F-3.
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(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 Section 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.
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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, in the Commonwealth of Massachusetts, on
this 20th day of June, 2000.
IONICS, INCORPORATED
By: /s/ Arthur L. Goldstein
---------------------------
Arthur L. Goldstein
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Arthur L. Goldstein
-----------------------
Date: June 20, 2000 Arthur L. Goldstein,
Chairman of the Board, President and
Chief Executive Officer (principal
executive officer) and Director
/s/ Robert J. Halliday
----------------------
Date: June 20, 2000 Robert J. Halliday,
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer (principal financial
officer)
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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
dates indicated.
SIGNATURE TITLE DATE
/s/ Douglas R. Brown June 20, 2000
- --------------------
Douglas R. Brown Director
- --------------------
Stephen L. Brown Director
/s/ William L. Brown June 20, 2000
- --------------------
William L. Brown Director
/s/ Arnaud de Vitry d'Avaucourt June 20, 2000
- -------------------------------
Arnaud de Vitry d'Avaucourt Director
/s/ Kathleen F. Feldstein June 20, 2000
- -------------------------
Kathleen F. Feldstein Director
/s/ Arthur L. Goldstein Chairman of the Board June 20, 2000
- ----------------------- and Director
Arthur L. Goldstein
/s/ William E. Katz Director June 20, 2000
- -------------------
William E. Katz
Director
- ------------------
William K. Reilly
/s/ John J. Shields Director June 20, 2000
- -------------------
John J. Shields
/s/ Carl S. Sloane Director June 20, 2000
- ------------------
Carl S. Sloane
/s/ Daniel I. C. Wang Director June 20, 2000
- ---------------------
Daniel I. C. Wang
/s/ Mark S. Wrighton Director June 20, 2000
- --------------------
Mark S. Wrighton
/s/ Allen S. Wyett Director June 20, 2000
- ------------------
Allen S. Wyett
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Renewed Rights Agreement, dated as of August 19, 1997 between
Ionics, Incorporated and BankBoston N.A. (filed as Exhibit 1
to the Company'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
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
4.3 Ionics, Incorporated 1998 Non-Employee Directors' Fee
Plan (filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
September 30, 1998).
5 Opinion of Stephen Korn, General Counsel (p. 17)
23.1 Consent of Stephen Korn, General Counsel (included in Exhibit
5 hereto) (p. 17)
23.2 Consent of PricewaterhouseCoopers LLP (p. 18)
24 Power of Attorney (p. 19)
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EXHIBIT 5
Ionics, Incorporated
65 Grove Street
Watertown, Massachusetts 02472
June 20, 2000
Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
Re: Registration Statement on Form S-8 relating to the Ionics,
Incorporated 1998 Non-Employee Directors' Fee Plan
Gentlemen:
As General Counsel for Ionics, Incorporated, a Massachusetts
corporation (the "Company"), I am familiar with its corporate affairs. In
particular, I have acted as counsel for the Company in connection with the
registration of 100,000 shares of the Company's common stock, par value $1.00
per share (the "Shares"), reserved for issuance under the Ionics, Incorporated
1998 Non-Employee Directors' Fee Plan (the "Plan"), pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, and the conduct of certain corporate proceedings relating
thereto.
As such counsel, I have examined and am familiar with the Registration
Statement, certain corporate records of the Company, including its Restated
Articles of Organization, as amended, its By-laws, minutes of meetings of its
Board of Directors and stockholders, and such other documents, instruments and
certificates of government officials as I have deemed necessary as a basis for
the opinions herein expressed.
In my examination described in the preceding paragraph, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, the conformity to the corresponding originals of all
documents submitted to me as copies, the authenticity of the originals of such
copies, and the accuracy and completeness of all corporate records.
I have made such examination of Massachusetts law as I have deemed
relevant for purposes of this opinion, but have not made any review of the laws
of any other state or jurisdiction. Accordingly, this opinion is limited to
Massachusetts law.
Based upon and subject to the foregoing, I am of the opinion that the
Shares to be issued by the Company from time to time pursuant to the Plan will
be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in Item 5, Interests of Named
Experts and Counsel, in the Registration Statement. This opinion is being
furnished to you solely for the foregoing use and, other than in connection with
such use, is not to be disseminated, reproduced or published in any form, used
for any other purpose or relied upon by any other person or entity without my
prior written consent.
Very truly yours,
/s/Stephen Korn
- ---------------
Stephen Korn
General Counsel
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report, dated February 22, 2000,
relating to the financial statements and financial statement schedule of Ionics,
Incorporated, which appears in Ionics, Incorporated Annual Report on Form 10-K
for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
Boston, MA
June 19, 2000
-18-
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned Officers and Directors of Ionics, Incorporated,
hereby severally constitute Arthur L. Goldstein and Stephen Korn and each of
them to sign for and in their names in the capacities indicated below, the
Registration Statement on Form S-8 dated June 20, 2000, herewith filed with the
Securities and Exchange Commission, and any and all amendments thereto for the
purpose of registering shares of Common Stock, par value $1.00 per share, of
Ionics, Incorporated, hereby ratifying and confirming our signatures as they may
be signed by our attorneys to such Registration Statement and any and all
amendments to such Registration Statement.
Witness our hands on the respective dates set forth below.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Arthur L. Goldstein Chairman of the Board, Chief Executive Officer
- ----------------------- and President (principal executive officer) and
Arthur L. Goldstein Director June 20, 2000
/s/ Douglas R. Brown
- --------------------
Douglas R. Brown Director June 20, 2000
- ----------------
Stephen L. Brown Director
/s/ William L. Brown
- --------------------
William L. Brown Director June 20, 2000
/s/ Arnaud de Vitry d'Avaucourt
- -------------------------------
Arnaud de Vitry d'Avaucourt Director June 20, 2000
/s/ Kathleen F. Feldstein
- -------------------------
Kathleen F. Feldstein Director June 20, 2000
/s/ William E. Katz
- -------------------
William E. Katz Director June 20, 2000
- -----------------
William K. Reilly Director
/s/ John J. Shields
- -------------------
John J. Shields Director June 20, 2000
/s/ Carl S. Sloane
- ------------------
Carl S. Sloane Director June 20, 2000
/s/ Daniel I. C. Wang
- ---------------------
Daniel I.C. Wang Director June 20, 2000
/s/ Mark S. Wrighton
- --------------------
Mark S. Wrighton Director June 20, 2000
/s/ Allen S. Wyett
- ------------------
Allen S. Wyett Director June 20, 2000
-19-