As filed with the Securities and Exchange Commission on September 25, 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)
IONICS SECTION 401(k) STOCK SAVINGS 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)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1) Per Share Offering Price Fee
------------------------------------ -------------- --------- -------------- ---
Common Stock (Par Value $1.00 Per Share) 900,000 $27.93(2) $25,137,000 $2,033.58
Total 900,000 $27.93 $25,137,000 $2,033.58
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Ionics Section 401(k)
Stock Savings Plan described herein.
(2) The offering price per share of Common Shares registered hereunder
shall be determined at time of sale. Accordingly, pursuant to Rule
457(c) and Rule 457(h) under the Securities Act of 1933, the price of
$27.93 per share, which is the average of the high and low prices
reported on the New York Stock Exchange on September 22, 2003, is set
forth solely for purposes of calculating the registration fee.
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PART I
Item 1. Plan Information
The documents containing the information specified in this Item 1
will be sent or given to participants in the Ionics Section 401(k)
Stock Savings 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) (1) The Annual Report of Ionics, Incorporated (the "Company") on Form
10-K for the fiscal year ended December 31, 2002, filed with the
Commission on March 31, 2003, which contains audited financial
statements of the Company for the fiscal year ended December 31, 2002,
as amended by Form 10-K/A filed with the Commission on April 1, 2003.
(2) The Annual Report of the Ionics Section 401(k) Stock Savings Plan
on Form 11-K for the fiscal year ended December 31, 2002, filed
with the Commission on Form 10-K/A on June 24, 2003, which
contains audited financial statements of the Ionics Section
401(k) Stock Savings Plan for the year ended December 31, 2002.
(b) (1) The Quarterly Report of Ionics, Incorporated on Form 10-Q for the
fiscal quarter ended March 31, 2003, filed with the Commission on May
15, 2003.
(2) The Quarterly Report of Ionics, Incorporated on Form 10-Q for the
fiscal quarter ended June 30, 2003, filed with the Commission on
August 13, 2003.
(c) The section entitled "Description of Registrant's Securities
to be Registered" contained in The Company'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 Company,
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the Ionics Section 401(k) Stock Savings Plan, or both, 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
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 Company. 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 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
him in connection with any legal action in which such person is
involved by reason of his position with the Company 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 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 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
$15 million under Directors' and Officers' Liability and Company
Reimbursement Policies.
The Company'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
The securities being registered hereby are not original issuance
securities. Accordingly, no opinion of counsel as to the legality of
such securities is being furnished herewith.
The Company has submitted the Ionics Section 401(k) Stock Savings
Plan (2002 Amendment and Restatement) to the Internal Revenue Service
("IRS") in a timely manner, and undertakes to submit any amendments
thereto to the IRS in a timely manner. The Company further undertakes
to make all changes required by the IRS in order to qualify such plan
under Section 401 of the Internal Revenue Code.
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Exhibit No. Description of Exhibit
*4.1 Renewed Rights Agreement, dated as of August 19,
1997, between the Company 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 Section 401(k) Stock Savings Plan (2002
Amendment and Restatement), as amended.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Belanger & Company, P.C.
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, represent 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.
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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 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
25th 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
Chief Executive Officer
/s/ Douglas R. Brown (Principal Executive Officer) September 25, 2003
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Douglas R. Brown
Vice President and
Chief Financial Officer
/s/ Daniel M. Kuzmak (Principal Financial Officer) September 25, 2003
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Daniel M. Kuzmak
Vice President and
Corporate Controller
/s/ Anthony DiPaola (Principal Accounting Officer) September 25, 2003
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Anthony DiPaola
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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
date indicated.
Date: September 25, 2003 Director /s/Douglas R. Brown
-------------------
Douglas R. Brown
Date: September 25, 2003 Director /s/Stephen L. Brown
-------------------
Stephen L. Brown
Chairman of the Board
Date: September 25, 2003 and Director /s/Arthur L. Goldstein
----------------------
Arthur L. Goldstein
Date: Director
Kathleen F. Feldstein
Date: September 25, 2003 Director /s/William K. Reilly
--------------------
William K. Reilly
Date: September 25, 2003 Director /s/John J. Shields
------------------
John J. Shields
Date: September 25, 2003 Director /s/Daniel I. C. Wang
--------------------
Daniel I. C. Wang
Date: September 25, 2003 Director /s/Mark S. Wrighton
-------------------
Mark S. Wrighton
Date: September 25, 2003 Director /s/Allen S. Wyett
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Allen S. Wyett
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EXHIBIT INDEX
Sequentially Numbered
Exhibit No. Description of Exhibits Page
4.1 Renewed Rights Agreement, dated as of August 19, 1997, between *
the Company 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 Section 401(k) Stock Savings Plan (2002 Amendment and
Restatement), as amended.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Belanger & Company, P.C.
24.0 Power of Attorney
*Incorporated herein by reference.
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