<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PHILADELPHIA SUBURBAN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-1702594
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
762 Lancaster Avenue
Bryn Mawr, PA 19010
(610) 527-8000
(Address of principal executive offices)
1994 EQUITY COMPENSATION PLAN
(Full title of the plan)
ROY H. STAHL
PHILADELPHIA SUBURBAN CORPORATION
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
762 Lancaster Avenue
Bryn Mawr, PA 19010
(Name and address of agent for service)
(610) 645-8000
(Telephone number, including area code, of agent for service)
Copy to:
N. JEFFREY KLAUDER
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5694
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (1)(2)
<S> <C> <C> <C> <C>
Common Stock, $.50 par value........ 1,425,000 $19.9375 $28,410,937 $5,156.25
=================================================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of
Philadelphia Suburban Corporation, which may be offered or sold
pursuant to the 1994 Equity Compensation Plan (the "Plan"). The
contents of an earlier registration statement (Registration No.
33-53689) covering 675,000 shares of Common Stock under the Plan are
incorporated by reference in this Registration Statement. Pursuant to
Rule 457(h)(2), no separate registration fee is required with respect
to the interests in the plan. This registration statement also relates
to an indeterminate number of shares of Common Stock that may be issued
upon stock splits, stock dividends or similar transactions in
accordance with Rule 416.
(2) 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 for a share of Common Stock on
May 1, 1997, as reported on the New York Stock Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement).
99.1 1994 Equity Compensation Plan, as amended
S-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Bryn Mawr, Pennsylvania on May 7, 1997.
PHILADELPHIA SUBURBAN CORPORATION
By: /s/ Nicholas DeBenedictis
-----------------------------------------------
Nicholas DeBenedictis
Director, Chairman and Chief
Executive Officer (principal executive officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas DeBenedictis and Roy H. Stahl
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Nicholas DeBenedictis Director, Chairman and Chief May 7, 1997
- -------------------------- Executive Officer (principal
Nicholas DeBenedictis executive officer and a director)
/s/ Michael P. Graham Senior Vice President -- Finance May 7, 1997
- -------------------------- and Treasurer (principal financial
Michael P. Graham and accounting officer)
/s/ John H. Austin, Jr. Director May 7, 1997
- --------------------------
John H. Austin, Jr.
/s/ Mary C. Carroll Director May 7, 1997
- --------------------------
Mary C. Carroll
/s/ G. Fred DiBona, Jr. Director May 7, 1997
- --------------------------
G. Fred DiBona, Jr.
/s/ John W. Boyer, Jr. Director May 7, 1997
- --------------------------
John W. Boyer, Jr.
S-2
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Richard H. Glanton Director May 7, 1997
- --------------------------
Richard H. Glanton
/s/ Joseph C. Ladd Director May 7, 1997
- --------------------------
Joseph C. Ladd
/s/ John F. McCaughan Director May 7, 1997
- --------------------------
John F. McCaughan
/s/ Harvey J. Wilson Director May 7, 1997
- --------------------------
Harvey J. Wilson
S-3
<PAGE>
PHILADELPHIA SUBURBAN CORPORATION
INDEX TO EXHIBITS
Exhibit Number Document
-------------- --------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick, LLP.
99.1 Amendments to 1994 Equity Compensation Plan.
<PAGE>
EXHIBIT 5.1
May 7 1997
Philadelphia Suburban Corporation
762 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
Ladies and Gentlemen:
We have acted as counsel to Philadelphia Suburban Corporation., a Pennsylvania
corporation (the "Company"), in connection with the registration of up to an
additional 750,000 shares (the "Shares") of its Common Stock, $.50 par value per
share (the "Common Stock"), on a registration statement on Form S-8 (the
"Registration Statement") filed pursuant to the Securities Act of 1933, as
amended (the "Act"). The Shares will be issued pursuant to the Company's 1994
Equity Compensation Plan, as amended (the "Plan").
We have examined the Registration Statement and such corporate records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares will be, when issued
in accordance with the terms of the Plan, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come 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 LLP
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Philadelphia Suburban Corporation
We consent to the use of our report dated February 3, 1997 incorporated by
reference in this Registration Statement on Form S-8 of Philadelphia Suburban
Corporation and subsidiaries, relating to the consolidated balance sheets and
statements of capitalization of Philadelphia Suburban Corporation and
subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of income and cash flows for each of the years in the three-year
period ended December 31, 1996 which report is incorporated by reference in the
December 31, 1996 Annual Report on Form 10-K of Philadelphia Suburban
Corporation and subsidiaries.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
May 7, 1997
<PAGE>
EXHIBIT 99.1
AMENDMENT 1994-1
TO THE PHILADELPHIA SUBURBAN CORPORATION
1994 EQUITY COMPENSATION PLAN
1. Section 1 of the Plan is amended to read, in its entirety, as follows:
"The purpose of this plan (the "Plan") is to provide an incentive, in
the form of a proprietary interest in Philadelphia Suburban Corporation
(the "Corporation"), to officers, other key employees and Non-employee
Directors, as defined below, of the Corporation and its subsidiaries
and key consultants who are in a position to contribute materially to
the successful operation of the business of the Corporation, to
increase their interest in the Corporation's welfare, and to provide a
means through which the Corporation can attract and retain officers,
other key employees and Non-employee Directors and key consultants of
significant abilities."
2. The second sentence of the first paragraph of Section 2 is amended to
read, in its entirety, as follows:
"The Committee shall consist of three or more of those members of the
Board of Directors who are not eligible, and for at least one year
prior to their appointment were not eligible, to receive discretionary
grants under the Plan or any other plan of the Corporation or any of
its affiliates entitling the participants therein to acquire stock,
stock options, stock appreciation rights or dividend equivalents of the
Corporation or any of its affiliates; provided, however, that such
members shall be eligible for stock grants pursuant to the provisions
of Section 7(f)."
3. Paragraph two of Section 2 is amended by adding a new second sentence
to read, in its entirety, as follows:
"Non-employee Directors, as defined below, may only receive stock
grants pursuant to the provisions of Section 7(f)."
4. Section 3 is amended to read, in its entirety, as follows:
"Pursuant to the terms of the Plan, the Committee shall have the
authority to grant stock options to officers and other key employees
and key consultants and restricted stock and dividend equivalents to
officers and other key employees; provided, however, that Non-employee
Directors, as defined below, may receive stock grants in accordance
with Section 7(f) (hereinafter collectively referred to as the
"Grants"). All Grants shall be subject to the terms and conditions set
forth
<PAGE>
herein and to those other terms and conditions consistent with this
Plan as the Committee deems appropriate and as specified in writing by
the Committee in the agreement described in Section 9 of the Plan (the
"Agreement"). Grants under a particular Section of the Plan need not be
uniform as among the grantees and Grants under two or more Sections of
this Plan may be combined in one instrument."
5. The first sentence of Section 5 is amended to read, in its entirety, as
follows:
"Only officers, key employees, members of the Board of Director who are
not employed in any capacity by the Corporation (hereinafter referred
to as "Non-employee Directors") and key consultants of the Corporation
and its subsidiaries shall be eligible for Grants under the Plan;
provided, however, that Grants to Non-employee Directors shall be made
only in accordance with Section 7(f)."
6. Section 7 is amended by adding at the end thereof a new subsection (f)
to read, in its entirety, as follows:
"(f) Stock grants to Non-employee Directors. Effective January 1, 1995,
as of the first day of the month following the Corporation's annual
meeting of shareholders, each Non-employee Director shall receive a
grant of 200 shares of Common Stock. Such shares shall not be sold for
6 months following the date of grant. No other restrictions shall apply
to such shares. Notwithstanding any other provision of the Plan, this
Section 7(f) may not be amended more than once ever 12 months, except
for amendments necessary to conform the Plan to changes of the
provisions of, or the regulations relating to, the Code."
7. Section 12 is amended to read, in its entirety, as follows:
"Nothing in this Plan shall entitle any grantee or other person to any
claim or rights to receive a Grant under this Plan. Neither this Plan
nor any action taken hereunder shall be construed as giving any grantee
any rights to be retained in the employ of the Corporation, to be
retained as a consultant by the Corporation or to be retained as a
Non-employee Director of the Corporation."
8. This Amended 1994-1 shall be effective January 1, 1995, conditioned
upon the approval of this Amendment 994-1 by the Corporation's
shareholders.
<PAGE>
AMENDMENT 1994-2
TO THE PHILADELPHIA SUBURBAN CORPORATION
EQUITY COMPENSATION PLAN
1. Section 4 of the Plan is amended to read, in its entirety, as follows:
"Subject to adjustment as provided in Section 15, the maximum aggregate
number of shares of the Common Stock of the Corporation that may be
issued or transferred under the Plan shall be 950,000 shares. The
maximum number of shares of Common Stock that may be issued or
transferred under the Plan subject to restricted stock grants is 25,000
shares of Common Stock. Shares deliverable under the Plan may be
authorized and unissued shares or treasury shares, as the Committee may
from time to time determine. Shares of Common Stock related to the
unexercised or undistributed portion of any terminated, expired or
forfeited Grant for which no material benefit was received by a grantee
also may be made available for distribution in connection with future
Grants under the Plan."
