THIS CONFORMING PAPER FORMAT IS BEING SUBMITTED PURSUANT TO
RULE 901(d) OF REGULATION S-T
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) January 27, 1994
IONICS, INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts 1-7211 04-2068530
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
65 Grove Street, Watertown, MA 02172
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (617) 926-2500
ITEM 5. Other Events
On January 27, 1994, Ionics, Incorporated (the "Company") completed
the acquisition of certain of the assets of Resources Conservation
Company, a Delaware corporation (RCC), constituting the ongoing
business of RCC.
The assets purchased by the Company (the "Assets") include
tangible personal property, consisting of fixtures, machinery and
equipment, furniture, tools and supplies; inventory; certain accounts
receivable; patents, trademarks and other intellectual property
rights, including rights to the name "Resources Conservation Company";
the capital stock of RCC's subsidiary, Resources Conservation Co.
International ("RCCI"); and various other tangible and intangible
assets utilized in the business of RCC. The Company also assumed
certain stated liabilities of RCC, including certain trade payables,
leasehold obligations and other obligations incurred by RCC in the
ordinary course of business.
The purchase price paid by the Company for the Assets was $11
million in cash, paid out of the Company's currently available funds.
Also, the asset purchase agreement dated December 30, 1993 among the
Company, RCC, RCCI and RCC's parent, Halliburton NUS Corporation,
provides for the payment of additional consideration of up to $3
million, contingent upon the level of after-tax earnings of the
business constituted by the Assets in 1994, 1995 and 1996.
The products of the RCC business include evaporators and
crystallizers used in the treatment of water and wastewater to enhance
recycling and recovery and to reduce or eliminate liquid waste. The
Company believes that these products will integrate well with the
Company's existing membrane-based water desalination, purification and
treatment systems, particularly for "zero liquid discharge" and other
environmental and process improvement applications.
The Company will continue business operations utilizing the
Assets and the staff of the acquired business under the Resources
Conservation Company name from RCC's headquarter and laboratory
facilities in Bellevue, Washington.
The acquisition does not involve a significant amount of assets,
as defined in Instruction 4 of Item 2 of Form 8-K.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements
Not required.
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(b) Pro Forma Financial Information
Not required.
(c) Exhibits
The following exhibit is filed as part of this Form 8-K current
report:
2. Asset Purchase Agreement among the Company, Resources
Conservation Company, Resources Conservation Co.
International, and Halliburton NUS Corporation dated
December 30, 1993. Schedules and exhibits to the Agreement
have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. Attached is a list briefly identifying the contents of
the omitted schedules and exhibits. The Company agrees to
furnish supplementally a copy of any omitted exhibit or
schedule to the Commission upon request.
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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: February 7, 1994 By:/s/Arthur L. Goldstein_
Chairman and Chief
Executive Officer
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Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
EXHIBIT INDEX
Exhibit No. Description Page
2. Asset Purchase Agreement
Among the Company, Resources
Conservation Company, Resources
Conservation Co. Internationl, and
Halliburton NUS Corporation, dated
December 30, 1993.
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Ionics, Incorporated
65 Grove Street
Watertown, MA 02172
Schedules and Exhibits Omitted in Accordance
with Item 601(b)(2) of Regulation S-K
Schedule 2(a)(i) - list of capital assets
Schedule 2(a)(ii) - inventory analysis
Schedule 2(a)(iii) - leased real property
Schedule 2(a)(iv) - accounts receivable and prepaid
expenses
Schedule 2(a)(v) - bank accounts
Schedule 2(a)(vi) - patents and patent
applications; registered
trademarks; licenses
Schedule 2(a)(x) - motor vehicles
Schedule 2(b)(iii) - builder's risk insurance
policies
Schedule 2(b)(iv) - excluded receivables and
retainage
Schedule 2(e)(v) - excluded payables
Schedule 5(a) - required licenses
Schedule 5(b) - environmental permits
Schedule 5(c) - required consents
Schedule 5(d) - commissions
Schedule 5(e) - financial statements
Schedule 5(f)(ii) - recent contracts
Schedule 5(f)(iii) - change orders
Schedule 5(f)(xiii) - employee matters
Schedule 5(h) - pending tax filings
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Schedule 5(i) - surplus or obsolete equipment
Schedule 5(k) - use of RCC name by others
Schedule 5(l)(i) - equipment leases/rentals
Schedule 5(l)(ii) - contracts and commitments
Schedule 5(l)(iii) - joint development and ownership
agreements
Schedule 5(l)(iv) - U.C.C. financing statements
Schedule 5(l)(v) - confidentiality agreements
Schedule 5(l)(vi) - continuing obligations
Schedule 5(l)(vii) - list of employees, consultants,
contract personnel
Schedule 5(l)(x) - other commission arrangements
Schedule 5(n) - pending litigation
Schedule 5(p) - computer equipment under
Halliburton master lease
Schedule 5(q) - receivables more than 90 days
old
Schedule 8(d)(i) - project targets and warranty
expenses
Schedule 8(f) - side letter re employee
Exhibit A - form of escrow agreement
Exhibit B - form of assignment and
assumption agreement
Ionics, Incorporated (the Company) hereby agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the the
Securities and Exchange Commission upon request, provided, however,
that the Company may request confidential treatment pursuant to Rule
24b-2 of the Exchange Act for any exhibit or schedule so furnished.