WATERS CORPORATION

Common Stock

Preferred Stock

Debt Securities

Guarantees of Debt Securities

Warrants

Stock Purchase Contracts

Stock Purchase Units

AUGUSTA SPINCO CORPORATION

WATERS TECHNOLOGIES CORPORATION

Debt Securities

Guarantees of Debt Securities

You should read this prospectus and the applicable prospectus supplement carefully before you invest in any offered securities.

Waters Corporation, a Delaware corporation ("Waters" or the "Company"), may offer and sell the securities identified above under its name, from time to time, in one or more offerings. Augusta SpinCo Corporation, a Delaware corporation ("Augusta"), and Waters Technologies Corporation, a Delaware corporation ("WTC"), may offer and sell debt securities, which will be fully and unconditionally guaranteed by Waters and may be fully and unconditionally guaranteed by one or more subsidiaries of Waters identified in this prospectus, from time to time, in one or more offerings. This prospectus provides you with a general description of the securities. The applicable prospectus supplement or free writing prospectus will contain the specific terms of the securities being offered thereby.

Waters, Augusta and WTC may offer and sell these securities to or through underwriters, dealers or agents or directly to one or more purchasers, or through a combination of these methods, on a continuous or delayed basis. The names of any underwriters, dealers or agents and the terms of the arrangements with any such entities will be stated in the applicable prospectus supplement or free writing prospectus. Our net proceeds from the sale of these securities also will be set forth in the applicable prospectus supplement or free writing prospectus.

Waters' common stock, par value $0.01 per share (our "common stock") is listed on the New York Stock Exchange (the "NYSE") under the trading symbol "WAT." Each prospectus supplement or free writing prospectus will indicate if the securities offered thereby will be listed on any securities exchange.

Investing in these securities involves risks. See "Risk Factors" on page 3 of this prospectus, as well as any risk factors contained in any prospectus supplement and the documents incorporated by reference herein and therein, before you make your investment decision.