<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
ARTESIAN RESOURCES CORPORATION
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0002090
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
664 Churchmans Road
Newark, Delaware 19702
- ---------------------------------------- --------
(Address of Principal Executive Offices) Zip Code
Amended and Restated Artesian Resources Corporation 1992 Non-Qualified Stock
Option Plan
Artesian Resources Corporation Incentive Stock Option Plan
----------------------------------------------------------
(Full title of the plans)
Dian C. Taylor
Chief Executive Officer and President
Artesian Resources Corporation
664 Churchmans Road
Newark, Delaware 19702
---------------------------------------
(Name and address of agent for service)
(302) 453-6900
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(Telephone number, including area code, of agent for service)
Copies to:
John F. Bales, III, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered (1) registered share (2) price registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Non-Voting
Common Stock, $1.00 200,000 shares(3) $15.00 $3,000,000.00 $1,035.00
par value
======================================================================================================
</TABLE>
(1) This registration statement covers shares of common stock of Artesian
Resources Corporation that may be offered or sold pursuant to the Amended
and Restated 1992 Non-Qualified Stock Option Plan or the Incentive Stock
Option Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the bid and asked prices of the Company's Common Stock,
as reported on the Nasdaq National Market, of $15.00 per share on May 30,
1996.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Artesian Resources Corporation
("Artesian Resources" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated in this registration statement
by reference:
1. The Registrant's Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996.
3. The description of the Registrant's shares of Class A Non-
Voting Common Stock, $1.00 par value (the "Common Stock"), contained in the
Registrant's Registration Statement on Form 10, filed by the Company with
the Commission on April 30, 1990 to register such securities under the
Exchange Act and in Amendment No. 1 to the Registrant's Registration
Statement on Form 10, filed by the Company on Form 8 with the Commission on
June 14, 1990.
All documents filed by the Registrant or the Plans pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates
that all securities offered hereby 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 filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a
part hereof except as so modified or superseded.
Experts
-------
The consolidated financial statements and schedule of Artesian
Resources Corporation as of December 31, 1995 and 1994 and for the years
then ended, have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of Artesian Resources
Corporation issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference
in the registration statement in reliance upon their report and said
authority.
The consolidated financial statements of Artesian Resources
Corporation for the year ended December 31, 1993 incorporated in this
registration statement by reference to the Annual Report on Form 10-K of
Artesian Resources Corporation for the year ended December 31, 1995 have
been so included in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
Item 4. Description of Securities.
-------------------------
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
A. Section 145 of the Delaware General Corporation Law (Section
145") permits indemnification of directors, officers, agents and
controlling persons of a corporation under certain conditions and subject
to certain limitations. Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer or agent of the corporation or another
enterprise if serving at the request of the corporation. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a
manner the person reasonably believed to be in or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation,
no indemnification may be made with respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court of chancery or the
court in which such action or suit was brought shall determine that despite
the adjudication of liability such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper. Section
145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually or reasonably incurred by such person in
connection therewith.
B. As permitted by the Delaware General Corporation Law, Artesian
Resources has included a provision in its Restated Certificate of
Incorporation, as amended (Exhibit 4.1 hereto), that, subject to certain
limitations, eliminates the ability of Artesian Resources and its
stockholders to recover monetary damages from a director of Artesian
Resources for breach of fiduciary duty as a director. Article VIII of
Artesian Resources' By-Laws (Exhibit 4.2 hereto) provides for
indemnification of Artesian Resources' directors and officers to the
fullest extent authorized by the Delaware General Corporation Law.
C. Reference is made to Section 8 of the Underwriting Agreement
(Exhibit 1 to Registration Statement on Form S-2) which provides for
indemnification among Artesian Resources and the Underwriters.
D. As authorized by Section 145 of the Delaware General
Corporation Law and Article VIII of Artesian Resources' By-Laws, Artesian
Resources 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 Artesian Resources for
indemnification payments made to its directors and officers for certain
liabilities. The premiums for such insurance are paid by Artesian
Resources.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
--------
The following Exhibits are filed as part of this Registration
Statement:
4.1 Restated Certificate of Incorporation, as amended May 17,
1994 and as amended May 26, 1995. (1)(2)
4.2 Bylaws.(3)
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5).
24 Power of Attorney (contained on signature page of this
Registration Statement).
99.1 Amended and Restated Artesian Resources Corporation 1992 Non-
Qualified Stock Option Plan.(4)
99.2 Artesian Resources Corporation Incentive Stock Option Plan.
(5)
- -----------------
(1) Incorporated by reference to the exhibit filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(2) Incorporated by reference to the exhibit filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
(3) Incorporated by reference to the exhibit filed with the
Registrant's Current Report on Form 8-K filed April 27, 1993.
(4) Incorporated by reference to Exhibit 10.2 to the Registrant's
Amendment No. 1 to Registration Statement on Form S-2 (File
No. 333-2776) dated May 3, 1996.
(5) Incorporated by reference to the exhibit filed with the
Registrants' Annual Report on Form 10-K for the year ended
December 31, 1995.
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;
II-3
<PAGE>
(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 paragraphs (a)(l)(i) and (a)(1)(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 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) 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 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.
(h) 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.
II-4
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Newark, Delaware on June 5, 1996.
Artesian Resources Corporation
By: /s/ Dian C. Taylor
-------------------------------------------
Dian C. Taylor
Chief Executive Officer and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dian C. Taylor, 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, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Dian C. Taylor Chair of the Board, Chief June 5, 1996
- ---------------------------- Executive Officer and President
Dian C. Taylor (principal executive officer)
/s/ David B. Spacht Vice President, Treasurer and June 5, 1996
- ---------------------------- Chief Financial Officer (principal
David B. Spacht financial officer and principal
accounting officer)
/s/ Kenneth R. Biederman Director June 5, 1996
- ----------------------------
Kenneth R. Biederman
/s/ John R. Eisenbrey, Jr. Director June 5, 1996
- ----------------------------
John R. Eisenbrey, Jr.
/s/ Ellis D. Taylor Director June 5, 1996
- ----------------------------
Ellis D. Taylor
/s/ William C. Wyer Director June 5, 1996
- ----------------------------
William C. Wyer
</TABLE>
II-5
<PAGE>
ARTESIAN RESOURCES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
-------------
Exhibit No.
-----------
4.1 Restated Certificate of Incorporation, as amended May 17, 1994
and as amended May 26, 1995.
4.2 Bylaws.
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
24 Power of Attorney (contained on signature page of this
Registration Statement).
99.1 Amended and Restated Artesian Resources Corporation 1992 Non-
Qualified Stock Option Plan.
99.2 Incentive Stock Option Plan.
<PAGE>
EXHIBIT 5
June 5, 1996
Artesian Resources Corporation
664 Churchmans Road
Newark, DE 19702-1934
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to Artesian Resources Corporation (the "Company") in
connection with the registration statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the
offer and sale of 100,000 shares of Class A Non-Voting Common Stock, $1.00 par
value (the "Common Stock"), of the Company pursuant to the Amended and Restated
Artesian Resources Corporation 1992 Non-Qualified Stock Option Plan (the "Non-
Qualified Stock Option Plan") and 100,000 shares of such Common Stock pursuant
to the Artesian Resources Corporation Incentive Stock Option Plan (together with
the Non-Qualified Stock Option Plan, the "Plans"). This opinion is being
furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K under
the Act.
In rendering this opinion, we have examined (i) the Restated Certificate of
Incorporation of the Company, as amended May 17, 1994 and May 26, 1995, (ii) the
Bylaws of the Company, (iii) the Plans and (iv) resolutions adopted by the
Company pertaining to the Plans and the subject Registration Statement. We have
not performed any independent investigation other than the document examination
described above.
Based upon and subject to the foregoing, we are of the opinion that the shares
of Common Stock of the Company which are being offered and sold by the Company
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement and the Plans, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
To the Board of Directors and Stockholders of
Artesian Resources Corporation:
We consent to the use of our reports incorporated by reference and to the
reference to our firm under the heading "Experts" in the registration
statement.
KPMG Peat Marwick LLP
Wilmington, Delaware
June 5, 1996
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1994, which appears
on page 37 of Artesian Resources Corporation's Annual Report on Form 10-K
for the year ended December 31, 1995. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which
appears on page 53 of such Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Experts" in such Registration
Statement.
PRICE WATERHOUSE LLP
Philadelphia, PA
June 4, 1996
