Registration No. 333-
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As Filed with the Securities and Exchange Commission
on January 26, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CUNO INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 06-1159240
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
400 Research Parkway
Meriden, Connecticut 06450
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(Address of Principal Executive Offices) (Zip Code)
CUNO Incorporated 1996 Stock Incentive Plan and
CUNO Incorporated Non-Employee Directors' Stock Option Plan
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(Full title of the plans)
John A. Tomich
General Counsel and Secretary
CUNO Incorporated
400 Research Parkway
Meriden, Connecticut 06450
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(Name and address of agent for service)
(203) 237-5541
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(Telephone number, including area code of agent for service)
Copy to:
Paul G. Hughes
Cummings & Lockwood
P.O. Box 120
Four Stamford Plaza
Stamford, Connecticut 06904-0120
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1)(2) Offering Price Per Aggregate Offering Registration Fee
Share (3) Price
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Common Stock, $.001 800,000 shares $28.03 $22,424,000 $5,606
par value
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(1) Includes an indeterminate number of shares of Common Stock, par value
$.001 of CUNO Incorporated that may be issuable by reason of stock
splits, stock dividends or similar transactions. In addition, pursuant
to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of interests to be
offered or sold pursuant to the employee benefit plans described
herein.
(2) Includes 100,000 shares which may be offered or sold under the CUNO
Incorporated Non-Employee Directors' Stock Option Plan, as amended, and
700,000 shares which may be offered or sold under the CUNO Incorporated
1996 Stock Incentive Plan, as amended.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low sale prices of a Common Share of CUNO
Incorporated reported on the NASDAQ Stock Market on January 23, 2001.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
TO
FORM S-8 REGISTRATION STATEMENT
This Registration Statement covers the registration of securities of
the same class as the Common Stock, $.001 par value, of CUNO Incorporated (the
"Company") for which a registration statement on Form S-8 (No. 333-39763) is
effective. The contents of the Company's Registration Statement on Form S-8 (No.
333-39763) are incorporated herein by reference. In accordance with General
Instruction E to Form S-8, this Registration Statement consists only of the
foregoing statements, the opinion and consent filed as Exhibits 5 and 23.1
hereto, respectively, the signature page and such information required in this
Registration State that is not in the Company's Registration Statement on Form
S-8 (No. 333-39763).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company or the CUNO Incorporated
Savings and Investment Plan with the SEC pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
October 31, 2000;
(b) the Annual Report on Form 11-K of the CUNO Incorporated
Savings and Investment Plan for the year ended December 31,
1999; and
(c) the description of the Company's Common Stock, par value $.001
per share, with associated preferred stock purchase rights,
contained in the Company's Registration Statement filed
pursuant to Section 12 of the Exchange Act, including any
subsequent amendment or any report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Company or the
CUNO Incorporated Savings and Investment Plan (in the case of the offer of
interests in such Plan) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment indicating that
all securities offered hereby have been sold or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained or incorporated herein or in any subsequently filed document
which also is incorporated herein by reference modifies or supersedes such
statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John A. Tomich, General Counsel and Secretary of the Company, has
received and may in the future receive awards under the CUNO Incorporated 1996
Stock Incentive Plan, as amended, and is eligible to participate in the CUNO
Incorporated Savings and Investment Plan..
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to Amendment
No. 2 to the Company's Registration Statement on Form 10 (No.
000-21109) (the "Registration Statement"))
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement)
4.3 CUNO Incorporated Shareholder Rights Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement)
5.1 Opinion of John A. Tomich
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5.2 Letter dated December 31, 1996 from the Internal Revenue
Service with respect to the CUNO Incorporated Savings and
Retirement Plan
23.1 Consent of Ernst & Young LLP
23.2 Consent of John A. Tomich (included in Exhibit 5)
24 Power of attorney of certain officers and directors of the
Company (included on the signature page to this Registration
Statement)
99.1 CUNO Incorporated 1996 Stock Incentive Plan, as amended to May
27, 1999
99.2 CUNO Incorporated Non-Employee Directors' Stock Option Plan,
as amended to February 1, 2000
ITEM 9. UNDERTAKINGS.
(a) The Company 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;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if 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 SEC by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 hereby 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director or officer or controlling person of
the Company 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 Company 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 of whether such indemnification by it
is against public policy as expressed in the Securities 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, as amended,
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 City of Meriden, State of Connecticut on January 26,
2001.
CUNO INCORPORATED
By: /s/ FREDERICK C. FLYNN, JR.
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Frederick C. Flynn, Jr.
Senior Vice President - Finance
and Administration and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mark G. Kachur, Frederick C.
Flynn, Jr. and John A. Tomich, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, in
his place and stead in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ MARK G. KACHUR Chairman of the Board, January 23, 2001
- ----------------------------- President and Chief
Mark G. Kachur Executive Officer and
Director (principal
executive officer)
/s/ FREDERICK C. FLYNN, JR. Senior Vice President - January 23, 2001
- ----------------------------- Finance and Administration,
Frederick C. Flynn, Jr. Chief Financial Officer
and Controller, and
Director (principal
financial and accounting
officer)
/s/ JOEL B. ALVORD Director January 23, 2001
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Joel B. Alvord
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/s/ CHARLES L. COONEY Director January 26, 2001
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Charles L. Cooney
/s/ JOHN M. GALVIN Director January 26, 2001
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John M. Galvin
/s/ C. EDWARD MIDGLEY Director January 26, 2001
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C. Edward Midgley
/s/ DAVID L. SWIFT Director January 26, 2001
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David L. Swift
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to Amendment
No. 2 to the Company's Registration Statement on Form 10 (No.
000-21109) (the "Registration Statement"))
4.2 Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement)
4.3 CUNO Incorporated Shareholder Rights Plan (incorporated by
reference to Exhibit 4.1 to the Registration Statement)
5.1 Opinion of John A. Tomich
5.2 Letter dated December 31, 1996 from the Internal Revenue
Service with respect to the CUNO Incorporated Savings and
Retirement Plan
23.1 Consent of Ernst & Young LLP
23.2 Consent of John A. Tomich (included in Exhibit 5)
24 Power of attorney of certain officers and directors of the
Company (included on the signature page to this Registration
Statement).
99.1 CUNO Incorporated 1996 Stock Incentive Plan, as amended to May
27, 1999
99.2 CUNO Incorporated Non-Employee Directors' Stock Option Plan, as
amended to February 1, 2000