As filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CONNECTICUT WATER SERVICE, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0739839
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
93 West Main Street
Clinton, Connecticut 06413
(Address of principal executive offices) (Zip Code)
___________________
CONNECTICUT WATER SERVICE, INC.
PERFORMANCE STOCK PROGRAM
(Full title of the plan)
____________________
David C. Benoit
Vice President - Finance and Accounting
Connecticut Water Service, Inc.
93 West Main Street
Clinton, Connecticut 06413
(Name and address of agent for service)
(860) 669-8636
(Telephone number, including area code, of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to Proposed maximum offering Proposed Amount of
securities be price per share (2) maximum registration
to be registered aggregate fee
registered offering
price (2)
<S> <C> <C> <C> <C>
Common 250,000 $30.875 $7,718,750 $2,145.82
Stock, shares(3)
without
par
value(1)
</TABLE>
(1) This Registration Statement also pertains to Preference Share
Purchase Rights ("Rights") of the Registrant. Until the occurrence
of certain prescribed events, the Rights are not exercisable, will
be evidenced by the certificates for the Common Stock and will be
transferred along with and only with the Common Stock.
(2) In addition, pursuant to Rule 416(a), this Registration Statement
also covers such indeterminate number of additional shares of Common
Stock and Rights as is necessary to eliminate any dilutive effect of
any future stock split, stock dividend or similar transaction.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
<PAGE>
PART II
Information Required in the Registration Statement
This Registration Statement relates to 250,000 additional shares of
common stock, without par value, of Connecticut Water Service, Inc. (the
"Company") to be issued pursuant to awards and options granted under the
Connecticut Water Service, Inc. Performance Stock Program to eligible
employees of the Company or its subsidiaries, including certain employees
who are Directors of the Company. Pursuant to General Instruction E to
Form S-8, the contents of the Registration Statement on Form S-8,
File No. 33-49058, filed by the Company, are hereby incorporated herein
by reference and made a part hereof, except to the extent that such
contents are modified or superseded hereby.
Item 3. Incorporation of Documents By Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act");
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the
document referred to in (a) above;
(d) The description of the Company's Common Stock which is
contained in its registration statement filed under the 1934
Act, and any amendment or report filed under the 1934 Act for
the purpose of updating such description; and
(e) The description of the Company's Preference Share Purchase
rights contained in the Registration Statement on Form 8-A
filed by the Company to register its Preference Share Purchase
Rights pursuant to Section 12(g) of the 1934 Act, including any
amendments or reports filed for purposes of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common
Stock remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the 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 purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Certain information contained in this Registration Statement
summarizes, is based upon, or refers to, information contained in one or
more exhibits to this Registration Statement. Accordingly, the
information contained herein is qualified in its entirety by reference to
such documents and should be read in conjunction therewith.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the securities registered hereby is being passed
upon for the Company by Day, Berry & Howard LLP, CityPlace, Hartford,
Connecticut 06103-3499. Michael F. Halloran, a partner in the law firm
of Day, Berry & Howard LLP, is Assistant Secretary of the Company.
Item. 6. Indemnification of Directors and Officers
Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall, to the extent permitted by
law, indemnify its Directors from and against any and all liabilities,
expenses and other matters referred to in or covered by the Connecticut
Business Corporation Act (the "CBCA"). In addition, the Company's
Amended and Restated Certificate of Incorporation provides that the
Company shall indemnify each officer of the Company who is not a
director, or who is a director but is made a party to a proceeding in his
or her capacity solely as an officer, to the same extent as the Company
is permitted to provide the same to a director.
Section 33-771 of the CBCA provides that a corporation may indemnify
an individual who is a party to a proceeding because he or she is a
director of the corporation against liability incurred in the proceeding
if such individual acted in good faith and reasonably believed, in the
case of conduct in his or her official capacity, that his or her conduct
was in the best interests of the corporation, and, in all other cases,
that his or her conduct was at least not opposed to the best interests of
the corporation. For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to believe his
or her conduct was unlawful.
The termination of a proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that a director did not meet the relevant standard
of conduct described in Section 33-771 of the CBCA. Unless ordered by a
court, a corporation may not indemnify a director under Section 33-771 of
the CBCA in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director has met the relevant
standard of conduct under Section 33-771 of the CBCA, or in connection
with any proceeding with respect to conduct for which the director was
found liable on the basis that he or she received a financial benefit to
which he or she was not entitled, whether or not involving action in his
or her official capacity.
Section 33-772 of the CBCA requires a corporation to indemnify a
director who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which such director was a party because he
or she was a director of the corporation against reasonable expenses
incurred in connection with the proceeding.
Section 33-773 of the CBCA provides that a corporation may advance
funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director,
and the Company's Amended and Restated Certificate of Incorporation does
so provide. The director is required to deliver to the corporation a
written affirmation of his or her good faith belief that he or she has
met the relevant standard of conduct described in Section 33-771 of the
CBCA, or that the proceeding involves conduct for which liability has
been limited under a provision of the corporation's certificate of
incorporation, together with a written undertaking to repay any funds
advanced if such director is not entitled to mandatory indemnification
and it is ultimately determined that he or she has not met the relevant
standard of conduct.
Article Six of the Amended and Restated Certificate of
Incorporation, as amended, of the Company includes provisions which have
the purpose of limiting the personal liability of the Company's Directors
to the Company or its shareholders of monetary damages for breach of duty
as a Director to the full extent permissible under Connecticut law. Such
monetary damages are limited to the amount of compensation received by
the Director for serving the Company during the year of the alleged
breach of the Director's duties. The limitation does not apply, however,
where the breach (i) involved a knowing and culpable violation of law by
the Director; (ii) enabled a Director or an "associate" (generally a
related corporation or trust or a relative) to receive an improper
personal economic gain; (iii) showed a lack of good faith and a conscious
disregard for the Director's duty to the Company under circumstances in
which the Director was aware that his or her conduct or omission created
an unjustifiable risk of serious injury to the Company; (iv) constituted
a sustained and unexcused pattern of inattention that amounted to the
abdication of the Director's duty to the Company; or (v) create liability
under Section 33-757 of the CBCA.
The Company has purchased an insurance policy covering the possible
liability of its officers and employees, as well as Directors and former
Directors for any losses or liability they might incur in their positions
as administrators of the Connecticut Water Company Employees' Retirement
Plan and Trust. The policy has an aggregate annual liability limit of
$2,000,000.
The Company also maintains directors and officers liability
insurance.
Item 7.
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 Certificate of Incorporation of Connecticut Water Service, Inc., as
amended and restated as of April, 1998 (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
4.2 Bylaws, as amended, of Connecticut Water Service, Inc.
4.3 Connecticut Water Service, Inc. Amended and Restated Performance
Stock Program (incorporated by reference to Exhibit A to the
Company's Proxy Statemend dated March 17, 1999 for the Annual
Meeting of Shareholders held on April 23, 1999).
4.4 Rights Agreement, dated as of August 12, 1998, between Connecticut
Water Service, Inc. and State Street Bank and Trust Company, which
includes the form of the Certificate of Amendment of Certificate of
Incorporation with respect to Series A Junior Participating
Preference Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Shares of Preference
Stock as Exhibit C (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the
Commission on September 25, 1998).
5 Opinion of Day, Berry & Howard LLP.
23.1 Consent of Day, Berry & Howard LLP (included in the opinion filed as
Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (See Page II-1).
Item 9. Undertakings
A. Undertaking to Update Annually.
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;
(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;)
(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 paragraph (A)(1)(i) and (A)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
B. Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
C. Undertaking With Respect to Indemnification of Directors, Officers
or Controlling Persons.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Hartford,
State of Connecticut, on January 12, 2000.
CONNECTICUT WATER SERVICE, INC.
By: /s/Marshall T. Chiaraluce
Name: Marshall T. Chiaraluce
Title: Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each person whose
signature appears below hereby constitutes Marshall T. Chiaraluce, David
C. Benoit, Michele G. DiAcri and Michael F. Halloran, and each of them
singly, such person's true and lawful attorneys, with full power to them
and each of them to sign for such person and in such person's name and
capacity indicated below any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it
may be signed by said attorneys to any and all such amendments.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/Marshall T. Chiaraluce Chairman, President and Chief Executive January 12, 2000
Marshall T. Chiaraluce Officer (Principal Executive Officer)
/s/David C. Benoit Vice President - Finance and Accounting; January 12, 2000
David C. Benoit Treasurer (Chief Financial and Accounting
Officer
/s/Harold E. Bigler, Jr. Director January 12, 2000
Harold E. Bigler, Jr.
/s/Ronald D. Lengyel Director January 12, 2000
Ronald D. Lengyel
/s/Marcia L. Hincks Director January 12, 2000
Marcia L. Hincks
/s/Rudolph Luginbuhl Director January 12, 2000
Rudolph Luginbuhl
/s/Harvey G. Moger Director January 12, 2000
Harvey G. Moger
/s/Robert F. Neal Director January 12, 2000
Robert F. Neal
/s/Donald B. Wilbur Director January 12, 2000
Donald B. Wilbur
/s/Arthur C. Reeds Director January 12, 2000
Arthur C. Reeds
</TABLE>
EXHIBIT 4.2
AUGUST 12, 1999 AMENDED AND RESTATED
BYLAWS
OF
Connecticut Water Service, Inc.
ARTICLE I
GENERAL
These Bylaws are intended to supplement and implement applicable
provisions of law and of the Certificate of Incorporation of CONNECTICUT
WATER SERVICE, INC. (the "Corporation") with respect to the regulation of
the affairs of the Corporation.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. PLACE OF MEETING: Stockholders' meetings shall be held at
the principal office of the Corporation or at such other place, either
within or without the State of Connecticut, as shall be designated in the
notice of meeting.
Section 2. ANNUAL MEETING; BUSINESS AT ANNUAL MEETING: The annual
meeting of the stockholders shall be held in each year at the place, on the
date and at the hour designated in the call therefor. At such meeting, the
stockholders shall elect the Board of Directors and shall transact such
other business as shall properly be brought before them. At an annual
meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors or (c) otherwise properly
brought before the meeting by a stockholder.
For business to properly brought before an annual meeting by a
stockholder, the business must be an appropriate matter to be acted on by
the stockholders at an annual meeting and the stockholder must have given
proper and timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received by the Secretary of the Corporation at the principal
executive offices of the Corporation not later than the close of business
on a day which is not less than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (a) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business a the annual meeting, (b) the
name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. The presiding
officer of an annual meeting shall determine whether such proposal is or is
not an appropriate matter to be acted on by the stockholders at such annual
meeting, and , if the facts warrant that a matter of business was not
properly brought before the meeting in accordance with the provisions of
this Article II, Section 2, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before
the meeting shall not be acted on at the meeting.
Section 3. SPECIAL MEETINGS: Subject to Subparagraph 5 of Paragraph
B of Article SEVENTH of the Corporation's Certificate of Incorporation,
special meetings of stockholders of the Corporation may be called by the
Board of Directors pursuant to a resolution adopted by the concurring vote
of Directors holding a majority of the total number of directorships (as
defined in Article IV, Section 1 of these Bylaws) and shall be called upon
the written request of the stockholders who hold at least thirty-five
percent (35%) of all the votes entitled to be cast on any issue proposed to
be considered at such special meeting. The general purpose or purposes for
which a special meeting is called shall be stated in the notice thereof,
and no other business shall be transacted at such meeting. No proposal may
be brought before a special meeting unless it is directly related to the
business specified in the notice of such meeting and it is properly brought
before such meeting. To be properly brought before a special meeting, a
proposal must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by
a stockholder.
For a proposal to be properly brought by a stockholder before a
special meeting (other than nominations for election of Directors, which
shall be governed by Article II, Section 7 of these Bylaws), the
stockholder must have given proper and timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice
must be delivered to or mailed and received by the Secretary of the
Corporation at the principal executive offices of the Corporation not later
than the close of business on the tenth (10{th}) day following the date on
which notice of such meeting is first mailed to stockholders. A
stockholder's notice to the Secretary shall set forth as to such proposal
the stockholder proposes to bring before a special meeting: (a) a brief
description of the matter desired to be brought before the special meeting
and the reasons why such proposal is directly related to the business
contained in the notice of meeting; (b) the name and address, as they
appear on the Corporation's books, of the stockholder proposing such
matter; (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder; and (d) any material interest of
the stockholder in the proposal. The presiding officer of a special
meeting shall determine whether such proposal is or is not directly related
to the business of the meeting as stated in the notice thereof, and, if the
facts warrant that such proposal was not properly brought before the meting
in accordance with the provisions of this Article II, Section 3, and if he
should so determine, he shall so declare to the meeting and any such
proposal not properly brought before the meeting shall not be acted on at
the meeting.
Section 4. NOTICE OF MEETING: Written notice of the date, time and
place of each annual meeting and any special meeting, and in case of a
special meeting, the general purpose or purposes for such meeting, shall be
mailed or delivered, at least ten (10) but not more than sixty (60) days
prior to the date of such meeting, to each stockholder entitled to vote at
such a meeting at his residence or usual place of business, as shown on the
records of the Corporation, provided that any one or more of such
stockholders, as to himself or themselves, may waive such notice in writing
or by attendance without protest at such meeting.
Section 5. QUORUM: The holders of a majority of the shares of the
issued and outstanding stock entitled to vote at a meeting, present either
in person or by proxy, shall constitute a quorum for the transaction of
business at such meeting of the stockholders. If a quorum be not present
at such meeting, the stockholders present in person or by proxy may adjourn
to such future time as shall be agreed upon by them, and notice of such
adjournment shall be given to the stockholders not present or represented
at the meeting.
Section 6. STOCKHOLDERS' ACTION WITHOUT MEETING: Any action which,
under any provision of the Connecticut Business Corporation Act, may be
taken at a meeting of stockholders may be taken without such a meeting if a
consent in writing, setting forth the action so taken or to be taken, is
signed severally or collectively by all of the persons who would be
entitled to vote upon such action at a meeting or by their duly authorized
attorneys. The Secretary of the Corporation shall file such consent or
consents with the minutes of the stockholders' meetings.
Section 7. ADVANCE NOTICE OF NOMINATIONS: No person shall be
eligible for election as a Director at any annual or special meeting of
stockholders unless such person was nominated by or at the direction of the
Board of Directors or by any stockholder of the Corporation entitled to
vote for the election of Directors at the meeting who complies with the
following procedures. A nomination by a stockholder shall be made only if
such stockholder has given proper and timely notice in writing of such
stockholder's intent to make such nomination to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received by the Secretary of the Corporation at the principal
executive offices of the Corporation not later than (i) with respect to an
election to be held at an annual meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders called for
election of Directors, the close of business on the tenth (10{th}) day
following the date on which notice of such meeting is first mailed to
stockholders. Each such notice shall set forth: (a) the name and address
of the person or persons to be nominated; (b) the name and address, as
they appear on the Corporation's books, of the stockholder making such
nomination; (c) the class and number of shares of the Corporation which
are beneficially owned by the stockholder; (d) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (e) a
description of all arrangements or understandings between the stockholders
and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (f) such other information regarding each nominee
proposed by the stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (g) the consent of each nominee to serve as a Director of
the Corporation if so elected. The presiding officer of the meeting shall
determine, if the facts warrant that such nomination was not made in
accordance with the provisions of this Article II, Section 7, and if he
should so determine, he shall so declare to the meeting and any nominations
not properly made shall be disregarded.
ARTICLE III
SHARES
Share certificates shall be in a form adopted by the Board of
Directors and shall be signed by the President and by the Secretary. Such
certificates shall bear the seal of the Corporation. The name of the
persons to whom issued, the number of such shares which such certificate
represents, the consideration for which the shares were issued and the date
of issue shall be entered on the Corporation's books.
ARTICLE IV
DIRECTORS
Section 1. NUMBER, ELECTION AND TERM OF OFFICE: The Board of
Directors shall consist of no fewer than nine (9) nor more than fifteen
(15) persons (exclusive of Directors, if any, elected by the holders of one
or more series of Preference Stock, which may at any time be outstanding,
voting separately as a class pursuant to the provisions of the
Corporation's within the foregoing limits exclusively by the Board of
Directors pursuant to a resolution adopted by the Board of Directors. The
number of positions of the Board of Directors, as fixed in accordance with
the foregoing, is referred to herein as the "number of directorships." The
Directors shall be classified (exclusively of Directors, if any, elected by
the holders of one or more series of Preference Stock voting separately as
a class) as provided in Article FOURTH of the Corporation's Certificate of
Incorporation, and the term of office of each Director shall be as provided
therein. No Director shall be eligible for re-election as a Director of
the Corporation after such Director shall have attained the age of seventy
(70) and no officer of the Corporation, other than a person who has served
as Chief Executive Officer of the Corporation, shall be eligible for re-
election as a Director of the Corporation after such person shall no longer
be an officer of the Corporation or shall have attained the age of sixty-
five (65).
Section 2. RESIGNATION AND REMOVAL OF DIRECTORS: Any Director of the
Corporation may resign and any Director may be removed from office, but
only in accordance with the provisions of Article FOURTH of the
Corporation's Certificate of Incorporation.
Section 3. VACANCIES: Newly created directorships resulting from any
increase in the authorized number of directorships and vacancies on the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by the
Board of Directors in accordance with the provisions of Article FOURTH of
the Corporation's Certificate of Incorporation, and any Director elected to
fill any newly created directorship or vacancy shall hold office for such
term as is specified therein.
Section 4. POWERS: The property, business and affairs of the
Corporation shall be managed by or under the direction of the directors who
may exercise all power and do all the things that may be done by the
Corporation subject to provisions of law, the statues of the State of
Connecticut, the Certificate of Incorporation, these Bylaws and any vote of
the stockholders.
Section 5. COMMITTEES: The Board of Directors, by the affirmative
vote of Directors holding a majority of the number of directorships, may
appoint from the Directors an executive committee and such other committees
as it may deem appropriate and may, to the extent permitted by law,
delegate to such committees any of the powers of the Board of Directors. A
majority of the committee shall have the power to act. All committees
shall keep full records of their proceedings and shall report the same to
the Board of Directors.
Section 6. COMPENSATION: The Directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Directors, or both. No such payment shall preclude
any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
Section 7. DIRECTORS EMERITUS: There shall be a class of Directors
Emeritus, eligibility for which shall be limited to those Directors who
have served for thirty (30) or more consecutive years on the Board of
Directors of the Corporation or its predecessor companies and who, by
reason of attaining the age of seventy (70), have become ineligible for
further election to the Board of Directors of the Corporation. Election to
the position of Director Emeritus shall be for life, unless such a person
earlier resigns, and shall be effective upon the affirmative vote of a
majority of Directors present at a duly constituted meeting of the
Corporation's Board of Directors. The position of Director Emeritus shall
be in recognition of past contributions to the Corporation, and any person
so elected shall have no duties or responsibilities to the Corporation. No
Director Emeritus shall be entitled to vote on any matter presented to the
Board, nor shall any Director Emeritus be counted for the purposes of
determining a quorum. The Board of Directors by annual resolution may
invite one or more Directors Emeritus to attend Board meetings for the
succeeding twelve (12) months, in which event such person or persons shall
be compensated at the same rate paid to each Director for attendance at
such meetings.
ARTICLE V
MEETINGS OF DIRECTORS
Section 1. ANNUAL MEETINGS: A regular meeting of the Board of
Directors shall be held without notice immediately after the annual meeting
of stockholders, or as soon thereafter as convenient. At such meeting, the
Board of Directors shall choose and appoint the officers of the Corporation
who shall hold their offices, subject to prior removal by the Board of
Directors, until the next annual meeting or until their successors are
chosen and qualify.
Section 2. REGULAR MEETINGS: All other regular meetings of the Board
of Directors may be held without notice at such date, time and place as the
Board of Directors may determine and fix by resolutions.
Section 3. SPECIAL MEETINGS: Special meetings of the Board of
Directors may be held upon call of the President, or upon call of any one
(1) or more Directors.
Section 4. NOTICE: Written or oral notice of the date, time and
place of all special meetings of the Board of Directors shall be given to
each Director personally or mailed to his/her residence or usual place of
business at least two (2) days prior to the date of the meeting, provided
that any one or more Directors, as to himself or themselves, may waive such
notice in writing before or after a meeting or by attendance without
protest at such meeting.
Section 5. QUORUM: Directors holding a majority of the number of
directorships shall constitute a quorum. Except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, all questions shall
be decided by vote of majority of the Directors present at any meeting of
the Board of Directors at which a quorum is present.
Section 6. DIRECTOR PARTICIPATION IN MEETING BY TELEPHONE: A
Director may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment enabling all
Directors participating in the meeting to hear one another, and
participation in a meeting pursuant to this Article V, Section 6 shall
constitute presence in person at such meeting.
Section 7. DIRECTORS' ACTION WITHOUT MEETING: If all Directors
severally or collectively consent in writing to any action taken or to be
taken by the Corporation, such action shall be as valid as though it has
been authorized at a meeting of the Board of Directors. The Secretary of
the Corporation shall file such consent or consents with the minutes of the
meeting of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. TITLE, ELECTION AND DUTIES: The Board of Directors shall
appoint a President, one or more Vice Presidents, a Secretary, a Treasurer
and such other officers, including a Chairman of the Board, as the Board of
Directors may from time to time deem appropriate. The duties of the
officers of the Corporation shall be such as are specified below and such
as usually pertain to such offices, as well as such as may be prescribed
from time to time by the Board of Directors.
Section 2. CHAIRMAN OF THE BOARD: The Chairman shall preside at all
meetings of the stockholders and the Board of Directors and shall perform
such other duties as are properly required of him by the Board of
Directors. If provided by the Board of Directors, the Chairman shall be
the chief executive officer of the Corporation, and as such, the Chairman
shall have general and active management of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.
Section 3. PRESIDENT: Unless otherwise provided by the Board of
Directors, the President shall be the chief executive officer of the
Corporation. In the absence of the Chairman or in the event of the
Chairman's liability or refusal to act, the President shall preside at all
meetings of the stockholders and the Board of Directors. If the President
is the chief executive officer of the Corporation, he shall have general
and active management of the business of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried into
effect. The President shall also perform such other duties as are properly
required of him by the Board of Directors.
Section 4. VICE PRESIDENT: A Vice President shall act in the place
of the President in the event of the absence or incapacity of the President
and shall have such other duties as may from time to time be prescribed by
the Board of Directors.
Section 5. SECRETARY: The Secretary shall keep the minutes of the
meetings of stockholders and the Board of Directors and shall give notice
of all such meetings as required in these Bylaws. He shall have custody of
such minutes, the seal of the Corporation and the stock certificate records
of the Corporation, except to the extent some other person is authorized to
have custody and possession thereof by a resolution by the Board of
Directors.
Section 6. TREASURER: The Treasurer shall keep the fiscal accounts
of the Corporation including an account of all moneys received or
disbursed.
ARTICLE VII
SEAL
The corporate seal shall consist of a circular disc with the name of
the Corporation and the words "Connecticut" and "Seal" thereon.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended, added to, rescinded or repealed by the
affirmative vote of Directors holding a majority of the authorized
directorships or by the affirmative vote of a majority of the voting power
of the shares entitled to vote thereon, provided notice of the proposed
change was given in the notice of the meeting, or, in the case of a meeting
of the Board of Directors, in a notice given not less than two (2) days
prior to the meeting; provided, however, that, notwithstanding any other
provisions of these Bylaws or any provisions of law or the Corporation's
Certificate of Incorporation which might otherwise permit a less vote or no
vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock (as that term is defined in
Article Fourth of the Corporation's Certificate of Incorporation) required
by law, the Corporation's Certificate of Incorporation or these Bylaws, the
affirmative vote of the holders of at least eighty percent (80%) of the
combined voting power of all the then-outstanding shares of the Voting
Stock, voting together as a single class, shall be required to alter, amend
or repeal Section 2, 3, or 7 of Article II of these Bylaws, Section 1, 2,
or 3 of Article IV of these Bylaws or this proviso in this Article VIII.
ARTICLE IX
REFERENCES
Reference in these Bylaws to a provision of the General Statutes of
Connecticut or any provision of Connecticut law set forth in such Statutes
is to such provision of the General Statutes of Connecticut, Revision of
1958, as amended, or the corresponding provision(s) of any subsequent
Connecticut law. Reference in these Bylaws to a provision of the
Connecticut Business Corporation Act is to such provision of the
codification in the Connecticut General Statutes of the Connecticut
Business Corporation Act, as amended, or the corresponding provision(s) of
any subsequent Connecticut law.
EXHIBIT 5
January 12, 2000
Connecticut Water Service, Inc.
93 West Main Street
Clinton, Connecticut 06413-1600
Re: Connecticut Water Service, Inc. Performance Stock Program
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen::
We are counsel to Connecticut Water Service, Inc., a Connecticut
corporation (the "Company"), and issue the following opinion in connection
with a Registration Statement on Form S-8 (the "Registration Statement"),
to be filed by the Company under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed offering by the Company of
250,000 additional shares of its Common Stock, without par value (the
"Shares"), and related Preference Share Purchase Rights (the "Rights"), in
connection with the Company's Performance Stock Program (the "Program").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws of the Company, each as
amended, and such other documents, corporate records, certificates of
public officials and instruments as we have considered necessary or
advisable for the purpose of this opinion. We have assumed the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as
copies. We have not independently verified such information or
assumptions.
We are members of the Bar of the State of Connecticut and we express
no opinion as to the law of any jurisdiction other than the laws of the
State of Connecticut.
Subject to the foregoing and based on such examination and review, we
are of the opinion that:
<PAGE>
1. When the Registration Statement has become effective under the Act
and the Shares have been issued and delivered against payment therefor in
accordance with the applicable provisions of the Program, the Shares issued
pursuant to the Program will be duly authorized, validly issued, fully paid
and non-assessable.
2. Assuming that the Rights Agreement, dated as of August 12, 1998,
between the Company and State Street Bank and Trust Company ("State
Street") has been duly authorized, executed and delivered by State Street,
when the Registration Statement has become effective under the Act and the
Shares have been validly issued and delivered as contemplated in the
preceding paragraph, the Rights attributable to the Shares will be validly
issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
DAY BERRY & HOWARD LLP
By: /s/ Michael F. Halloran
Michael F. Halloran
MFH/JAC
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 11, 1999 and to all references to our Firm included
in this registration statement. Our report dated February 11, 1999
included in Connecticut Water Service, Inc.'s Form 10-K for the year ended
December 31, 1998 is no longer appropriate since restated financial
statements have been presented giving effect to business combinations
accounted for as a pooling-of-interests.
Hartford, Connecticut
January 10, 2000
/S/ Arthur Andersen LLP
Arthur Andersen LLP
