**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

----

**FORM10-K/A No. 1**

**(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** |
|-------|-----------------------------------------------------------------------------------------------|

 

**For thetransition 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.                                                           |

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

Yes  ý    No o

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis form 10-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, solely for the purpose of amending Item 14. Except asspecifically indicated herein, no other information included in the Annual Reporton Form 10-K is amended by this Form 10-K/A.

 

PART IV

 

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

 
| (a) (1) |   | Financial Statements                                                                                                                                                                                                                                      |   |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|    |   |                                                                                                                                                                                                                                                      |   |
|    |   | The consolidated  financial statements of the Registrant and its subsidiaries, included in the  Annual Report to Shareholders, are incorporated by reference in Item 8, and  are also incorporated herein by reference.                                   |   |
|    |   |                                                                                                                                                                                                                                                      |   |
| (a) (2) |   | Financial  Statement Schedule                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                      |   |
|    |   | Reports of  Independent Public Accountants on Supplemental Schedule to the Consolidated  Financial Statements.                                                                                                                                            |   |
|    |   |                                                                                                                                                                                                                                                      |   |
|    |   | Valuation and  qualifying accounts.                                                                                                                                                                                                                       |   |
|    |   |                                                                                                                                                                                                                                                      |   |
|    |   | Schedules not  listed above have been omitted because they are either not applicable, not  material or the required information has been given in the financial  statements or in the notes to the financial statements.                                  |   |
|    |   |                                                                                                                                                                                                                                                      |   |
| (2)     |   | Agreement and  Plan of Merger among Desalination Systems, Inc., Osmonics, Inc. and DSI  Acquisition Corp. dated May 17, 1996.  (Incorporated herein by  reference to 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

----

 

 
| (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.                                                                                                                                                                                                                                                               |   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                |   |
| (13)    |   | 2001 Annual Report to  Shareholders.  (Only those portions incorporated herein by reference  shall be deemed filed with the Commission.)                                                                                                                                                                                                                                       |   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                |   |
| (21)    |   | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                     |   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                |   |
| (23)    |   | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                               |   |

 

 
| (b)    | Reports on Form  8-K                                                           |
|--------|--------------------------------------------------------------------------------|
|   |                                                                           |
|   | No reports on  Form 8-K were filed during the quarter ended December 31, 2001. |

 

3

----

**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 the undersigned,thereunto duly authorized.

 
|   | OSMONICS, INC. |
|--------|----------------|
|   |           |   |
|   | By             | /s/ D. Dean Spatz |
|   |           | D. Dean Spatz, CEO |

 

                Dated: November 1, 2002

 

4

----