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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHILADELPHIA SUBURBAN CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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Pennsylvania 23-1702594
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION ORGANIZATION) IDENTIFICATION NO.)
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762 Lancaster Avenue
Bryn Mawr, PA 19010
(215) 527-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
1994 EQUITY COMPENSATION PLAN
(FULL TITLE OF THE PLANS)
ROY H. STAHL
PHILADELPHIA SUBURBAN CORPORATION
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
762 Lancaster Avenue
Bryn Mawr, PA 19010
(215) 527-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
N. Jeffrey Klauder
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5694
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE* PRICE* FEE
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Common Stock, par value $.50 per share(1)...... 450,000 $17.625* $7,931,250 $2,735
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(1) Includes associated purchase rights.
(*) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices of shares of Common Stock on May 13,
1994, as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Company with the Securities and
Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Company's latest annual report, filed pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
(c) The description of the Common Stock of the Company contained in a
registration statement filed under the Exchange Act, including any
amendments or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is 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 or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the 'BCL'), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a bylaw provision
relieving a director (but not an officer) of personal liability for monetary
damages except where (i) the director has breached the applicable standard of
care, and (ii) such conduct constitutes self-dealing, willful misconduct or
recklessness. The statute provides that a director may not be relieved of
liability for the payment of taxes pursuant to any federal, state or local law
or responsibility under a criminal statute. Section 4.01 of the Company's Bylaws
limits the liability of any director of the Company to the fullest extent
permitted by Section 1713 of the BCL.
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Section 1746 of the BCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. Article VII of the Company's
Bylaws provides indemnification of directors, officers and other agents of the
Company to the extent not otherwise permitted by Section 1741 of the BCL and
pursuant to the authority of Section 1746 of the BCL.
Article VII of the Bylaws provides, except as expressly prohibited by law,
an unconditional right to indemnification for expenses and any liability paid or
incurred by any director or officer of the Company, or any other person
designated by the Board of Directors as an indemnified representative, in
connection with any actual or threatened claim, action, suit or proceeding
(including derivative suits) in which he or she may be involved by reason of
being or having been a director, officer, employee or agent of the Company or,
at the request of the Company, of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity. The Bylaws specifically
authorize indemnification against both judgments and amounts paid in settlement
of derivative suits, unlike Section 1742 of the BCL which authorized
indemnification only of expenses incurred in defending a derivative action.
Article VII of the Bylaws also allows indemnification for punitive damages and
liabilities incurred under the federal securities laws.
Unlike the provisions of BCL Sections 1741 and 1742, Article VII does not
require the Company to determine the availability of indemnification by the
procedures or the standard of conduct specified in Sections 1741 and 1742 of the
BCL. A person who has incurred an indemnifiable expense or liability has a right
to be indemnified independent of any procedures or determinations that would
otherwise be required, and that right is enforceable against the Company as long
as indemnification is not prohibited by law. To the extent indemnification is
permitted only for a portion of a liability, the Bylaw provisions require the
Company to indemnify such portion. If the indemnification provided for in
Article VII is unavailable for any reason in respect of any liability or portion
thereof, the Bylaws require the Company to make a contribution toward the
liability. Indemnification rights under the Bylaws do not depend upon the
approval of any future Board of Directors.
Section 7.04 of the Company's Bylaws also authorizes the Company to further
effect or secure its indemnification obligations by entering into
indemnification agreements, maintaining insurance, creating a trust fund,
granting a security interest in its assets or property, establishing a letter of
credit, or using any other means that may be available from time to time.
The Company maintains, on behalf of its directors and officers, insurance
protection against certain liabilities arising out of the discharge of their
duties, as well as insurance covering the Company for indemnification payments
made to its directors and officers for certain liabilities. The premiums for
such insurance are paid by the Company
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this registration
statement.
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EXHIBIT
NUMBER EXHIBIT
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5.1 Opinion of Morgan, Lewis & Bockius
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Morgan, Lewis & Bockius (included as part of Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page)
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ITEM 9. UNDERTAKINGS.
(a) 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; and
(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 subparagraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 a plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this 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) 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, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bryn Mawr, Commonwealth of Pennsylvania, on this
25th day of April, 1994.
PHILADELPHIA SUBURBAN CORPORATION
By: /s/ NICHOLAS DEBENEDICTIS
Nicholas DeBenedictis
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints Roy H.
Stahl and Michael P. Graham, and each of such officers acting singly, his true
and lawful attorney-in-fact, in his name, place and stead to execute and cause
to be filed with the Securities and Exchange Commission any or all amendments to
this Registration Statement, with all exhibits and any and all documents
required to be filed with respect thereto, and to do and perform each and every
act and thing necessary to effectuate the same.
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SIGNATURE TITLE DATE
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/S/NICHOLAS DEBENEDICTIS Director, Chairman and Chief Executive Officer April 25, 1994
Nicholas DeBenedictis (Principal Executive Officer)
/S/MICHAEL P. GRAHAM Senior Vice President -- Finance and Treasurer April 25, 1994
Michael P. Graham (Principal Financial and Accounting Officer)
/S/JOHN H. AUSTIN, JR. Director April 25, 1994
John H. Austin, Jr.
/S/G. FRED DIBONA, JR. Director April 25, 1994
G. Fred DiBona, Jr.
/S/JOHN W. BOYER, JR. Director April 25, 1994
John W. Boyer, Jr.
/S/MARY C. CARROLL Director April 25, 1994
Mary C. Carroll
/S/CLAUDIO ELIA Director April 25, 1994
Claudio Elia
/S/JOSEPH C. LADD Director April 25, 1994
Joseph C. Ladd
/S/JOHN F. MCCAUGHAN Director April 25, 1994
John F. McCaughan
/S/HARVEY J. WILSON Director April 25, 1994
Harvey J. Wilson
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
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5.1* Opinion of Morgan, Lewis & Bockius
23.1* Consent of KPMG Peat Marwick
23.2 Consent of Morgan, Lewis & Bockius (included as part of Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature page)
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* included herein
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EXHIBIT 5.1
May 18, 1994
Philadelphia Suburban Corporation
762 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
Re: Registration Statement on Form S-8 Relating
to the Company's 1994 Equity Compensation Plan
Dear Sir or Madam:
We have acted as counsel to Philadelphia Suburban Corporation, a Pennsylvania
corporation (the 'Company'), and have acted as its counsel in connection with
the preparation of a registration statement on Form S-8 (the 'Registration
Statement') filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the 'Act'), relating to the offering of up
to 450,000 shares of the Company's Common Stock, par value $.50 per share (the
'Common Stock'), to be issued pursuant to the Company's 1994 Equity Compensation
Plan (the 'Compensation Plan'). We have examined such records, documents,
statutes and decisions as we have deemed relevant in rendering this opinion.
In our opinion, the shares of the Company's Common Stock to be issued in
accordance with the terms of the Compensation Plan will be, when issued in
accordance with the terms of the Compensation Plan, validly issued, fully paid
and nonassessable shares of the Common Stock of the Company.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Philadelphia Suburban Corporation:
We consent to the use of our reports dated February 1, 1994 incorporated by
reference in this Registration Statement on Form S-8 of Philadelphia Suburban
Corporation and subsidiaries, relating to the consolidated balance sheets of
Philadelphia Suburban Corporation and subsidiaries as of December 31, 1993 and
1992 and the related consolidated statements of income and cash flows and
schedules for each of the years in the three-year period ended December 31, 1993
which reports are included in or incorporated by reference in the December 31,
1993 Annual Report on Form 10-K of Philadelphia Suburban Corporation and
subsidiaries.
KPMG Peat Marwick
Philadelphia, Pennsylvania
May 17, 1994
