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As filed with the Securities and Exchange Commission on December 12, 2000
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONNECTICUT WATER SERVICE, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0739839
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
93 WEST MAIN STREET
CLINTON, CONNECTICUT 06413
(Address of principal executive offices) (Zip Code)
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SAVINGS PLAN OF THE CONNECTICUT
WATER COMPANY
(Full title of plan)
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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) 669-8630
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be Registered offering price per aggregate offering registration
registered share (3) Price fee
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<S> <C> <C> <C> <C>
Common Stock, Without 200,000 shares(2) $30.8125 $6,162,500 $1,626.90
Par Value(1)
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</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 the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933. Based upon the
average of the high and low prices reported for the Common Stock in the
Nasdaq National Market System on December 8, 2000.
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PART I
This registration statement relates to the registration of 200,000
shares of common stock, without par value, of Connecticut Water Service, Inc.
(the "Company") reserved for issuance and delivery under the Savings Plan of The
Connecticut Water Company (the "Plan"), operated by the Company's principal
operating subsidiary, The Connecticut Water Company.
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Plan as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any and all of the documents incorporated by reference into such prospectus,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated). Requests
should be directed to Connecticut Water Service, Inc., 93 West Main Street,
Clinton, Connecticut 06413, Attention: David C. Benoit, Vice-President Finance
and Accounting, telephone number 860-669-8630.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, 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, 2000, June 30, 2000 and September 30, 2000;
(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;
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(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 with the Commission on September 28, 1998 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
Not applicable.
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
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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
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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. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS(1)
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.
(incorporated by reference from the Company's Registration
Statement on Form S-8 filed with the Commission on January 12,
2000).
4.3 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).
23.1 Consent of Arthur Andersen LLP (filed herewith).
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24 Power of Attorney (filed herewith).
(1) In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended, and that the
Plan is qualified under Section 401 of the Internal Revenue Code of 1986, as
amended, the Company hereby undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
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 (1)(i) and (1)(ii) above 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.
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B. UNDERTAKING WITH RESPECT TO INCORPORATING SUBSEQUENT 1934 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Clinton and State of
Connecticut on the 12th day of December 2000.
CONNECTICUT WATER SERVICE, INC.
By: /s/ Marshall T. Chiaraluce
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Name: Marshall T. Chiaraluce
Title: Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>
By: /s/ Marshall T. Chiaraluce Chairman, President and Chief December 12, 2000
--------------------------- Executive Officer
Marshall T. Chiaraluce (Principal Executive Officer)
By: /s/ David C. Benoit Vice President, Finance and December 12, 2000
--------------------------- Accounting; Treasurer
David C. Benoit (Chief Financial and Accounting
Officer)
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Marcia L. Hincks
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Robert F. Neal
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Arthur C. Reeds
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Harold S. Bigler, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Mary Ann Hanley
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Ronald D. Lengyel
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Roger Engle
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Lisa Thibdaue
By: /s/ David C. Benoit* Director December 12, 2000
---------------------------
Donald B. Wilbur
</TABLE>
* = signed by David C. Benoit, as attorney-in-fact.
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EXHIBIT INDEX
Exhibit No.
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney
