Registration No. 333-______
As Filed with the Securities and Exchange Commission
on November 17, 2004
UNITED STATES 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
(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
(Name and address of agent for service)
(203) 237-5541
(Telephone number, including area code of agent for service)
Copy to:
Paul G. Hughes
Murtha Cullina LLP
Two Whitney Avenue, P.O. Box 704
New Haven, Connecticut 06503-0704
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Registered Proposed Maximum Proposed Maximum Amount of
to be Registered (1)(2) Offering Price Per Aggregate Offering Price Registration Fee
Share (3)
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Common Stock, $.001 par 1,200,000 shares $61.00 $73,200,000 $9,274.44
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
1,100,000 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
closing price of a Common Share of CUNO Incorporated reported on the NASDAQ
Stock Market on November 16, 2004.
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 registration statements on Form S-8 (No. 333-39763 and No.
333-54388) are effective. The contents of the Company's Registration Statements
on Form S-8 (No. 333-39763 and No. 333-54388) 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 Statements on Form S-8 (No. 333-39763 and No. 333-54388).
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, 2003;
(b) the Company's Current Report on Form 8-K/A dated December 18, 2003;
(c) the Company's Current Report on Form 8-K/A dated December 18, 2003;
(d) the Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 2004;
(e) the Company's Current Report on Form 8-K dated February 19, 2004;
(e) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 2004;
(f) the Company's Current Report on Form 8-K dated May 19, 2004;
(g) the Company's Current Report on Form 8-K dated May 26, 2004;
(h) the Company's Current Report on Form 8-K dated May 27, 2004;
(i) the Company's Current Report on Form 8-K dated August 2, 2004, as
amended by an amendment thereto filed October 14, 2004;
(j) the Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 2004;
(k) the Annual Report on Form 11-K of the CUNO Incorporated Savings and
Investment Plan for the year ended December 31, 2003;
(l) the Company's Current Report on Form 8-K dated August 25, 2004; and
(k) 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.
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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
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
(incorporated by reference to Exhibit 5.2 to the Company's
Registration Statement on Form S-8 (No. 333-54388))
23.1 Consent of Ernst & Young LLP
23.2 Consent of John A. Tomich (included in Exhibit 5.1)
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 March 6,
2003
99.2 CUNO Incorporated Non-Employee Directors' Stock Option Plan, as
amended to March 6, 2003
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 hereof) 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;
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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 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 November 17, 2004.
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
/s/ MARK G. KACHUR Chairman of the Board, President November 17, 2004
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Mark G. Kachur and Chief Executive Officer and
Director (principal executive
officer)
/s/ FREDERICK C. FLYNN, JR. Senior Vice President - Finance November 17, 2004
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Frederick C. Flynn, Jr. and Administration, Chief
Financial Officer and Controller,
and Director (principal financial
and accounting officer)
/s/ JOEL B. ALVORD Director November 17, 2004
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Joel B. Alvord
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/s/ CHARLES L. COONEY Director November 17, 2004
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Charles L. Cooney
/s/ JOHN M. GALVIN Director November 17, 2004
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John M. Galvin
/s/ C. EDWARD MIDGLEY Director November 17, 2004
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C. Edward Midgley
/s/ DAVID L. SWIFT Director November 17, 2004
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David L. Swift
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EXHIBIT INDEX
Exhibit No. Description
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
(incorporated by reference to Exhibit 5.2 to the Company's
Registration Statement on Form S-8 (No. 333-54388))
23.1 Consent of Ernst & Young LLP
23.2 Consent of John A. Tomich (included in Exhibit 5.1)
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 March
6, 2003
99.2 CUNO Incorporated Non-Employee Directors' Stock Option Plan, as
amended to March 6, 2003