**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

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**FORM10-K/A No. 2**

**(MarkOne)**

 
| **ý** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|------------|-------------------------------------------------------------------------------------------|

 

**For theFiscal Year Ended December 31, 2001**

 

**OR**

 
| **o** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------|

 

**Forthe transition period from              to              .**

 

**CommissionFile No. 1-12714**

 

**OSMONICS,INC.**

(Exact name ofregistrant as specified in its charter)

 
| **Minnesota**                                                   |                                          | **41-0955959**                               |
|-----------------------------------------------------------------|-----------------------------------------------|----------------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |                                          | (I.R.S. Employer  Identification No.)        |
|                                                            |                                          |                                         |
| **5951  Clearwater Drive, Minnetonka, Minnesota**               |                                          | **55343**                                    |
| (Address of  principal executive offices)                       |                                          | (Zip Code)                                   |
|                                                            |                                          |                                         |
| **(952)  933-2277**                                             |
| (Registrant’s  telephone number)                           |
|                                                            |                                          |                                         |
| Securities  registered pursuant to Section 12(b) of the Act:    |
|                                                            |                                          |                                         |
|                                                            | **Common  Shares, par value $0.01 per share** |                                         |   |   | **New  York Stock Exchange** |   |
| (Title of each  class)                                          |                                          | (Name of each  exchange on which registered) |
|                                                            |                                          |                                         |
| Securities  registered pursuant to Section 12(g) of the Act:    |
| None.                                                           |
|                                                            |                                          |                                         |   |   |   |   |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements forthe past 90 days.

Yes  ý       No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this form10-K.  ý.

 

 

As of March 20, 2002,14,538,884 Common Shares were outstanding.  The aggregate market value ofthe Common Shares held by non-affiliates of the Registrant on such date (basedupon the closing price of such shares on the New York Stock Exchange onMarch 20, 2002) was $209,359,930.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portions of the AnnualReport to Shareholders for the fiscal year ended December 31, 2001 (the “AnnualReport to Shareholders”), are incorporated by reference into Parts II andIV.  Portions of the definitive Proxy Statement for the Annual Meeting ofShareholders to be held on May 8, 2002 (the “Proxy Statement”), and to be filedwithin 120 days after the Registrant’s fiscal year endedDecember 31, 2001, are incorporated by reference into Part III.

 

**EXPLANATORY NOTE**

We are filing this amendment to our Annual Report onForm 10-K, originally filed with the Securities and Exchange Commission onApril 1, 2002 and amended on November 1, 2002, solely for the purpose ofamending Item 14.  Except asspecifically indicated herein, no other information included in the AnnualReport on Form 10-K is amended by this Form 10-K/A.  The only item amended in this amendment isthe inclusion of Exhibit 99.2, the Report of Independent Auditors on SupplementalSchedule to the Consolidated Financial Statements, which was inadvertentlyomitted from the previous filings.

 

 

PART IV

 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTSCHEDULE, AND REPORTS ON FORM 8-K

 

(a)(1)           FinancialStatements

 

The consolidated financial statements of theRegistrant and its subsidiaries, included in the Annual Report to Shareholders,are incorporated by reference in Item 8, and are also incorporated herein byreference.

 

(a)(2)           FinancialStatement Schedule

 

Reports of Independent Auditors on SupplementalSchedule to the Consolidated Financial Statements.

 

Valuation and qualifying accounts.

 

Schedules not listed above have been omitted becausethey are either not applicable, not material or the required information hasbeen given in the financial statements or in the notes to the financialstatements.

 

 (2)           Agreement andPlan of Merger among Desalination Systems, Inc., Osmonics, Inc. and DSIAcquisition Corp. dated May 17, 1996.  (Incorporated herein by referenceto Exhibit 2 to Registration Statement on Form S-3, File No. 33-05029.)

 

| (3)A.     | Certificate of  Incorporation of the Registrant, as amended.  (Incorporated herein by  reference to Appendix C of the Registrant’s Proxy Statement dated April 15,  1992, File No. 0-08282.)  Certificate of Amendment dated June 6,  1996.  (Incorporated herein by reference to Exhibit A of the  Registrant’s Proxy Statement dated April 4, 1996, File No. 0-08282.) |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                              |
|   B. | By-Laws of the  Registrant.  (Incorporated herein by reference to Annex D of the  Registrant’s Proxy Statement dated April 11, 2001, File No. 1-12714.)                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                              |
| (4)A.     | Note Purchase Agreement  dated July 12, 1991.  (Incorporated herein by reference to the  Registrant’s Annual Report on Form 10-K for fiscal year ended December 31,  1991, dated March 30, 1992, File No. 0-08282.)                                                                                                                                                                     |

 

2

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| (10)A.*   | 1993 Stock Option Plan  and related form of stock option agreement.  (Incorporated herein by  reference to Annex C of the Registrant’s Joint Proxy Statement/Prospectus  dated September 14, 1993, File No. 0-08282.)                                    |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                               |
|   B. | Stock Option Agreement  with Michael L. Snow, Director dated October 3, 1993.  (Incorporated  herein by reference to the Registrant’s Annual Report on Form 10-K for fiscal  year ended December 31, 1993, dated March 31, 1994, File No. 1-12714.) |
|      |                                                                                                                                                                                                                                                               |
|   D. | 1995 Employee Stock  Purchase Plan.  (Incorporated herein by reference to the Registrant’s  Proxy Statement dated March 27, 1995, File No. 1-12714.)                                                                                                     |
|      |                                                                                                                                                                                                                                                               |
|  E.* | 1995 Director Stock  Option Plan.  (Incorporated herein by reference to the Registrant’s  Proxy Statement dated March 27, 1995, File No. 1-12714.)                                                                                                       |
|      |                                                                                                                                                                                                                                                               |
|      | * Denotes Executive  Compensation Plan.                                                                                                                                                                                                                            |
|      |                                                                                                                                                                                                                                                               |
| (10)      | (a)                                                                                                                                                                                                                                                                | Letter Agreement dated  as of May 15, 2001 by and between MLS and the Corporation (terminated August  13, 2002)(rescinded April 1, 2002)(portions of this exhibit were omitted and  filed separately with the Securities and Exchange Commission pursuant to an  application requesting confidential treatment in accordance with Rule 24b-2  of the Securities Exchange Act of 1934.) |
|      |                                                                                                                                                                                                                                                               |
|      | (b)                                                                                                                                                                                                                                                                | Stock Option Agreement  with Michael L. Snow, Director dated March 15, 1999. |
|      |                                                                                                                                                                                                                                                               |
|      | (c)                                                                                                                                                                                                                                                                | Change of Control  Agreement dated April 26, 2001 with D. Dean Spatz (schedule attached listing  executives / officers with substantially identical change in control  agreements). |
|      |                                                                                                                                                                                                                                                               |
|      | (d)                                                                                                                                                                                                                                                                | Non-compete Agreement  with Phil M. Rolchigo dated October 5, 2001. |
|      |                                                                                                                                                                                                                                                               |   |
|      | (e)                                                                                                                                                                                                                                                                | Letter agreement of  April 1, 2002 by and between MLS and the Company rescinding Letter Agreement  dated May 15, 2001. |
|      |                                                                                                                                                                                                                                                               |
|      | 2001 Annual Report to  Shareholders.  (Only those portions incorporated herein by reference  shall be deemed filed with the Commission.)                                                                                                                      |
| (13)      |
|      |                                                                                                                                                                                                                                                               |
| (21)      | Subsidiaries of the  Registrant.                                                                                                                                                                                                                                   |
|      |                                                                                                                                                                                                                                                               |
| (23)      | Consent of Deloitte  & Touche LLP.                                                                                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                               |
| (99.2)    | Report of Independent  Auditors.                                                                                                                                                                                                                                   |

 

 

(b)               Reports on Form 8-K

 

No reports on Form 8-K were filed during the quarterended December 31, 2001.

 

3

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   | OSMONICS, INC.         |
|--------|------------------------|
|   |
|   | By                     | /s/ Keith B. Robinson |   |
|   | Keith B. Robinson, CFO |

 

Dated:  December 10, 2002

 

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