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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOMINGUEZ SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0391161
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21718 SOUTH ALAMEDA STREET 90810-0351
LONG BEACH, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
DOMINGUEZ SERVICES CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
BRIAN J. BRADY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DOMINGUEZ SERVICES CORPORATION
21718 SOUTH ALAMEDA STREET
LONG BEACH, CALIFORNIA 90810-0351
(Name and address of agent for service)
(310) 834-2625
(Telephone number, including area code, of agent for service)
Copies to:
DAVID A. EBERSHOFF, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
865 SOUTH FIGUEROA STREET
TWENTY-NINTH FLOOR
LOS ANGELES, CALIFORNIA 90017
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered offering price aggregate registration
per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 75,000(1)(2) $28.125(3) $2,109,375 $586.41
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes an indeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the 1997 Stock Incentive Plan.
(2) Reflects a three-for-two stock split of the Company's Common Stock,
effective January 1, 1998.
(3) Pursuant to Rule 457(c) and (h), the proposed maximum offering price is
estimated, solely for the purpose of determining the registration fee, on
the basis of the average high and low prices of the Common Stock on the
Nasdaq National Market on February 4, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Dominguez Services Corporation (the "Company" or "Registrant")
incorporates by reference in this Registration Statement the following documents
heretofore filed by the Registrant with the Securities and Exchange Commission
(the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(b) The Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1998.
(c) The Registrant's quarterly report on Form 10-Q for the
quarter ended June 30, 1998.
(d) The Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1998.
(e) The Registrant's Form 8-K Current Report filed with the SEC
on November 23, 1998.
(f) The Registrant's Proxy Statement filed with the SEC on
January 28, 1999 as part of the Registration Statement on Form S-4 of
California Water Service Group, a California corporation.
(g) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
All outstanding shares of common stock of the Company (the "Common
Stock") are, and the shares to be issued as contemplated herein will be, fully
paid and nonassessable. As a class, holders of the Common Stock are entitled to
one vote per share in all matters to be voted upon by the shareholders, subject
to cumulative voting rights in the election of directors. Holders of Common
Stock have the right to notice of all shareholders' meetings. Subject to
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the rights of Class A preferred stock and Class B preferred stock of the
Company, holders of Common Stock are entitled to receive such dividends when and
as declared by the Board of Directors out of any funds of the Company legally
available therefor. In the event of a liquidation, dissolution or winding-up of
the Company, the holders of Common Stock are entitled to receive, ratably, all
remaining assets of the Company subject to all of the preferential rights of
holders of the Class A preferred stock and the Class B preferred stock on
distribution or otherwise. The Common Stock has no preemptive rights and is
neither redeemable nor convertible, and there are no sinking fund provisions.
Currently, the Company has no shares of Class A preferred stock or Class B
preferred stock outstanding.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation contains provisions
eliminating the liability of the directors of the Company for monetary damages
to the fullest extent permissible under California law and authorizing the
Company to indemnify the directors, officers and other agents of the Company to
the fullest extent permissible under California law.
Under Article V of the Company's Amended and Restated Bylaws, each
person who is or was a director, officer or employee of the Company, or is or
was serving at the request of the Company as a director, officer or employee of
another entity, shall be indemnified by the Company to the fullest extent
permitted by law.
Section 317 of the California General Corporation Law (the "CGCL")
grants the Company the power to indemnify its directors and officers against
liabilities for certain of their acts. Section 309(c) of the CGCL permits the
Company to include in its Articles of Incorporation a provision limiting the
liability of the directors of the Company for monetary damages. Pursuant to
Section 204 of the CGCL, these limitations have no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Company or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of a serious injury to the Company or
its shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Company or its shareholders, (vi) under Section 310 of the CGCL (relating to
transactions between the Company and a director) or (vii) under Section 316 of
the CGCL (relating to directors' liability for improper distributions, loans and
guarantees. Furthermore, the above limitations do not extend to acts or
omissions of a director in his or her capacity as an officer.
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The Company maintains insurance to protect officers and directors
against the cost of defense, settlement or payment of claims and judgments under
certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.3 Dominguez Services Corporation 1997 Stock Incentive Plan
(incorporated by reference to the Registrant's Proxy Statement
filed with the SEC pursuant to Section 14(a) of the Exchange Act
on April 4, 1997).
5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities being registered.
23.1 Consent of Fulbright & Jaworski L.L.P. (included as part of
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of attorney (contained on page 6 hereof).
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, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
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Provided, however, that paragraphs (i) and (ii) 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
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, 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. The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, 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 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 SEC such indemnification
is against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian J. Brady and John S. Tootle, and
each of them, either one of whom may act without joinder of the other, 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 or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Long Beach, State of California on the 5th day of
February, 1999.
DOMINGUEZ SERVICES CORPORATION
By /s/ BRIAN J. BRADY
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Brian J. Brady
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ Brian J. Brady President, Chief Executive February 5, 1999
- ---------------------------------------- Officer and Chairman of the Board
Brian J. Brady (Principal Executive Officer)
/S/ John S. Tootle Chief Financial Officer, Vice February 5, 1999
- ---------------------------------------- President-Finance, Treasurer and
John S. Tootle Secretary (Principal Financial
Officer)
/S/ Dwight C. Baum Director February 5, 1999
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Dwight C. Baum
/S/ Richard M. Cannon Director February 5, 1999
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Richard M. Cannon
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/S/ Terrill M. Gloege Director February 5, 1999
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Terrill M. Gloege
/S/ Thomas W. Huston Director February 5, 1999
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Thomas W. Huston
/S/ C. Bradley Olson Director February 5, 1999
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C. Bradley Olson
/S/ Langdon W. Owen Director February 5, 1999
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Langdon W. Owen
/S/ Charles W. Porter Director February 5, 1999
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Charles W. Porter
/S/ Debra L. Reed Director February 5, 1999
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Debra L. Reed
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EXHIBIT INDEX
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Exhibit Number Description Page Number
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4.3(1) Dominguez Services Corporation 1997 Stock Incentive Plan.
5.1 Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities being registered.
23.1 Consent of Fulbright & Jaworski L.L.P. (included as part of Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of attorney (contained on page 6 hereof).
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(1) Incorporated by reference to the Registrant's Proxy Statement filed with
the SEC pursuant to Section 14(a) of the Exchange Act on April 4, 1997.
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[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
February 5, 1999
Dominguez Services Corporation
21718 South Alameda Street
Long Beach, California 90810-0351
Ladies and Gentlemen:
We have acted as counsel for Dominguez Services Corporation, a California
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission on or about February 5, 1999 of a Registration Statement
on Form S-8 (the "Registration Statement") with respect to the registration
under the Securities Act of 1933, as amended, of 75,000 shares of the Company's
common stock, $1.00 par value per share (collectively, the "Shares"), to be
offered upon the terms and subject to the conditions set forth in the Company's
1997 Stock Incentive Plan (the "Plan").
We have examined (i) the Articles of Incorporation and Bylaws of the
Company, each as amended to date, (ii) the Plan, (iii) the Registration
Statement, and (iv) such certificates, statutes and other instruments and
documents as we considered appropriate for purposes of the opinion hereafter
expressed.
In connection with this opinion, we have assumed the authenticity and
completeness of all records, certificates and other instruments submitted to us
as originals, the conformity to original documents of all records, certificates
and other instruments submitted to us as copies, and the correctness of all
statements of fact contained in all records, certificates and other instruments
that we have examined.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/
Fulbright & Jaworski L.L.P.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 5, 1998
included in Dominguez Services Corporation's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
/S/
ARTHUR ANDERSEN LLP
Los Angeles, California
February 5, 1999
