Waters (WAT) S-8 POSRegistration of securities for employees (post-effective amendment)

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

FileNo. 333-183721

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORMS-8

REGISTRATION STATEMENT NO.333-183721

UNDER

THE SECURITIES ACT OF 1933

WATERS CORPORATION

(Exact name of registrant as specified in its charter)

34 Maple Street, Milford, MA 01757

(Address of Principal Executive Office)(Zip Code)

Waters Corporation 2012 Equity Incentive Plan

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, anon-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 Rule12b-2 of the Exchange Act. (Check one):

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.  ☐

EXPLANATORY NOTE

Waters Corporation (the “Registrant”) has previously registered shares, par value $0.01 per share (the “Common Stock”) for issuance under the Water Corporation 2012 Equity Incentive Plan (the “2012 Plan”) on the Registrant’s Registration Statement on FormS-8 (FileNo. 333-183721), dated September 5, 2012, registering 6,301,209 shares of Common Stock (the “Registration Statement”).

On May 12, 2020, the stockholders of the Registrant approved the Waters Corporation 2020 Equity Incentive Plan (the “2020 Plan”). Pursuant to the 2020 Plan, the maximum number of shares of Common Stock that may be issued under the 2020 Plan is the sum of (i) 4,725,000 newly available shares of Common Stock (the “New Shares”), (ii) 1,840,099 shares of Common Stock that have been previously registered and remain available for issuance pursuant to the 2012 Plan as of May 12, 2020, and (iii) 1,932,133 shares underlying awards under the 2012 Plan that, on or after May 12, 2020, expire or terminate or are surrendered without delivery of shares, are forfeited to or repurchased by the Registrant, or otherwise become available for grant under the terms of the 2012 Plan (the shares described in clause (ii) and clause (iii), the “Carryover Shares”).

The Registration Statement will cover the issuance of the Carryover Shares once they are available for issuance under the 2020 Plan. Any balance of shares remaining under the 2012 Plan after the Carryover Shares are exhausted are hereby deregistered.

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of RegulationS-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statement and Securities and Exchange Commission Compliance and Disclosure Interpretation 126.43, the Registrant is filing this Post-Effective Amendment to the Registration Statement (the “Post-Effective Amendment”) to reflect that the Carryover Shares may be issued under the 2020 Plan and to file as an exhibit hereto a copy of the 2020 Plan and a new opinion as to the validity of the shares of Common Stock that were previously issuable pursuant to the 2012 Plan. All other items of the Registration Statement are incorporated herein by reference without change.

The Registrant intends to file a separate Registration Statement on FormS-8 to register the New Shares that will become available for offer or sale pursuant to the 2020 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to the participants in the 2020 Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the SEC either as part of this Amended Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Amended Registration Statement pursuant to Item 3 of Part II of this Amended Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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:

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 Amended 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 Amended Registration Statement.

Not applicable.

Not applicable.

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.

Not applicable.

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

The undersigned Registrant hereby undertakes:

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 FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the 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.

POWER OF ATTORNEY

We, the undersigned officers and directors of the Registrant, hereby severally constitute and appoint Keeley A. Aleman our true and lawfulattorney-in-fact and agent, with full power of substitution andre-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 FormS-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto saidattorney-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 saidattorney-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.