S-8 1 d923348ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on June 8, 2020.

File No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WATERS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   13-3668640

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

34 Maple Street, Milford, MA 01757

(Address of Principal Executive Office)(Zip Code)

Waters Corporation

2020 Equity Incentive Plan

(Full title of the plan)

Keeley A. Aleman, Esq.

Waters Corporation

34 Maple Street

Milford, Massachusetts 01757

(Name and address of agent for service)

508-478-2000

(Telephone number, including area code, for agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title Of

Securities To Be Registered

  

Amount

To Be

Registered (1)

  

Proposed

Maximum

Offering Price

Per Share (2)

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount Of

Registration Fee

Common Stock (par value $0.01 per share)

   4,725,000   $199.43   $942,306,750   $122,311.42

 

 

(1)

This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Waters Corporation 2020 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of Waters Corporation.

(2)

The proposed maximum offering price of $199.43 per share, which is the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on June 1, 2020, is set forth solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I is included in documents sent or given by Waters Corporation (the “Registrant”) to the participants in the Waters Corporation 2020 Equity Incentive Plan (the “Plan”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:

 

  (a)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Commission on February 25, 2020;

 

  (b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, filed with the Commission on April 29, 2020;

 

  (c)

The Registrant’s Current Reports on Form 8-K filed on February 19, 2020, April  28, 2020 and May 13, 2020; and

 

  (d)

The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on October 17, 1995, including any amendments or reports filed for the purpose of updating that description. (P)

In addition, all documents filed with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement 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 the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.

Description of Securities

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel

Not applicable.

 

Item 6.

Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a corporation to indemnify any person who is or has been a director, officer, employee or agent of the corporation or who is or has been serving as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, against expenses (including, but not limited to, attorneys’ fees and disbursements and amounts paid in settlement or in satisfaction of judgments or as fines or penalties) actually and reasonably incurred in connection with any such action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he/she may be involved by reason of the fact that he/she served or is serving in these capacities, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no cause to believe his/her conduct was unlawful. In the case of an action, suit or proceeding made or brought by or in the right of the corporation to procure a judgment in its favor, the corporation shall not indemnify such person in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, except for such expenses as the court may allow. Any such person who has been wholly successful on the merits or otherwise with respect to any such action, suit or proceeding or with respect to any such claim, issue or matter therein, shall be indemnified against all expenses actually and reasonably incurred in connection therewith. The Registrant’s certificate of incorporation, as amended, provides for the indemnification of directors and officers of the Registrant to the fullest extent permitted by Section 145.

In addition, Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

The amended and restated bylaws of the Registrant provide that to the fullest extent permitted by the DGCL, as such may be amended, that a director of the Registrant shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director.

In addition, pursuant to certain Indemnification Agreements between the Registrant and its directors and executive officers, the Registrant has agreed to indemnify such directors and executive officers to the fullest extent permitted by the laws of the State of Delaware. Among other things, the Indemnification Agreements provide indemnification procedures, advancement of expenses during proceedings subject to indemnification and mechanisms for reviewing executive conduct in connection with a claim for indemnification.

 

Item 7.

Exemption from Registration Claimed

Not applicable.

 

Item 8.

Exhibits

The following exhibits are filed as part of this Registration Statement:

 

Exhibit
Number

   

Exhibit Description

  4.1    Waters Corporation 2020 Equity Incentive Plan
  5.1    Opinion of Ropes & Gray LLP with respect to the legality of the shares being registered
23.1    Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm
23.2    Consent of Ropes & Gray LLP (included in Exhibit 5.1)
24.1    Power of Attorney (included in signature page hereto)

 

Item 9.

Undertakings

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, as amended (“Securities Act”); (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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the 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 which remain unsold at the termination of the offering.

 

(4)

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 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.

 

(5)

Insofar as indemnification for liabilities arising under the Securities Act 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 Commission 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 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, 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 Milford, Massachusetts, on the 8th day of June, 2020.

 

WATERS CORPORATION
By:  

/s/ Sherry L. Buck

  Name: Sherry L. Buck
  Title: Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of the Registrant, hereby severally constitute and appoint Keeley A. Aleman, our true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in such person’s name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said 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 in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of the 8th day of June, 2020.

 

Signature

   

Title

/s/ Christopher J. O’Connell

    President and Chief Executive Officer; Director
Christopher J. O’Connell    (Principal Executive Officer)

/s/ Sherry L. Buck

    Senior Vice President and
Sherry L. Buck    Chief Financial Officer
   (Principal Accounting and Financial Officer)

/s/ Dr. Flemming Ornskov

    Chairman of the Board of Directors
Dr. Flemming Ornskov   

/s/ Linda Baddour

    Director
Linda Baddour   

/s/ Dr. Michael J. Berendt

    Director
Dr. Michael J. Berendt   

/s/ Edward W. Conard

    Director
Edward W. Conard   

/s/ Dr. Laurie H. Glimcher

    Director
Dr. Laurie H. Glimcher   

/s/ Gary Hendrickson

    Director
Gary Hendrickson   

Signature

   

Title

/s/ Christopher A. Kuebler

    Director
Christopher A. Kuebler   

/s/ JoAnn A. Reed

    Director
JoAnn A. Reed   

/s/ Thomas P. Salice

    Director
Thomas P. Salice