As filed with the Securities and Exchange Commission on July 14, 1997
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
Artesian Retirement Plan
Artesian Supplemental Retirement 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
(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
Proposed maximum
Title of Amount offering price Proposed maximum Amount of
Securities to be per share (2) aggregate offering registration
to be registered price fee
registered(1)
Class A
Non-Voting
Common Stock, 200,000(3) $17.50 $3,500,000 $1,061
$1.00
par value
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the Artesian Retirement
Plan and the Artesian Supplemental Retirement Plan described herein.
Pursuant to Rule 457(h)(2), no separate registration fee is required with
respect to plan interests.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the average of the bid and asked prices of the
Company's Class A Non-Voting Common Stock, as reported on the Nasdaq
National Market, of $17.50 per share on July 9, 1997.
(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended, 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.
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,
as amended (the "Exchange Act"), are incorporated in this Registration
Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997.
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
Registrant with the Commission on April 30, 1990 to register such
securities under the Exchange Act and in the Registration Statement
on Form 8, Amendment No. 1 to Form 10, filed by the Registrant with
the Commission on June 14, 1990.
The following documents filed by the Artesian Retirement Plan and the
Artesian Supplemental Retirement Plan (collectively, the "Plans") with the
Commission pursuant to the Exchange Act are incorporated in this Registration
Statement by reference:
4. The Artesian Retirement Plan Annual Report on Form 11-K for the
fiscal year ended December 31, 1996.
5. The Artesian Supplemental Retirement Plan Annual Report on Form 11-K
for the fiscal year ended December 31, 1996.
All documents filed by the Registrant and the Plans pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement that 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 the Registrant
contained in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 incorporated by reference in this Registration Statement
have been audited by KPMG Peat Marwick LLP, independent public accountants,
as indicated in their report with respect thereto, and are included herein in
reliance upon the report of said firm, given on the authority of said firm
asexperts in accounting and auditing.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
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' Bylaws
(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. As authorized by Section 145 of the Delaware General Corporation
Law and Article VIII of Artesian Resources' Bylaws, 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.
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 By-Laws. (3)
5 Opinion of Morgan, Lewis & Bockius LLP. (4)
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consents of Siegfried Schieffer & Seitz, 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).
(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) In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and an Internal Revenue Service
("IRS") determination letter that the Plans are qualified
under Section 401 of the Internal Revenue Code of 1986, as
amended, the Registrant hereby undertakes to submit the Plans
and any amendments thereto to the IRS in a timely manner and
will make all changes required by the IRS in order to qualify
the Plans.
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 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 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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act and each filing of a Plan's annual report pursuant to Section 15(d) of
the Exchange Act 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) 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 Commission 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
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.
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 July 11, 1997.
Artesian Resources Corporation
By: /s/ Dian C. Taylor
Dian C. Taylor
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Newark, Delaware on
July 11, 1997.
Artesian Retirement Plan
By: Artesian Resources Corporation
Plan Administrator
By: /s/ Dian C. Taylor
Dian C. Taylor
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Newark, Delaware, on
July 11, 1997.
Artesian Supplemental Retirement Plan
By: Artesian Water Company, Inc.
Plan Administrator
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
attorney-in-fact and agent, 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 and post-effective amendments and
a related registration statement that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, 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 attorney-in-fact and agent 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.
Name Title Date
/s/ Dian C. Taylor Chair of the Board, Chief July 11, 1997
Dian C. Taylor Executive Officer and President
(principal executive officer)
/s/ David B. Spacht Vice President, Treasurer and Chief
David B. Spacht Financial Officer (principal
financial officer and principal July 11, 1997
accounting officer)
/s/ Kenneth R. Biederman
Kenneth R. Biederman Director July 11, 1997
/s/ John R. Eisenbrey, Jr.
John R. Eisenbrey, Jr. Director July 11, 1997
Ellis D. Taylor Director
William C. Wyer Director
ARTESIAN RESOURCES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consents of Siegfried Schieffer & Seitz, LLP.
23.3 Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5).
Exhibit 5
July 11, 1997
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 200,000 shares of Class A Non-Voting Common Stock,
$1.00 par value (the "Common Stock"), of the Company pursuant to the Artesian
Retirement Plan, as amended (the "Retirement Plan"), and the Artesian
Supplemental Retirement Plan, as amended (together with the Retirement 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 By-Laws of the Company, (iii) the Plans and (iv) resolutions adopted by
the Company and 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
Exhibit 23.1
Consent of Independent Accountants
The Board of Directors
Artesian Resources Corporation
We consent to the use of our report dated February 14, 1997, except as to
note 15 which is as of March 31, 1997, incorporated by reference in this
Registration Statement on Form S-8 of Artesian Resources Corporation and
subsidiaries, relating to the consolidated balance sheets of Artesian
Resources Corporation and subsidiaries as of December 31, 1996 and 1995 and
the related consolidated statements of operations, changes in stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1996 which report appears in the December 31, 1996 annual report
on Form 10-K of Artesian Resources Corporation and subsidiaries and to the
reference to our firm under the heading "Experts" in the Registration
Statement.
KPMG Peat Marwick LLP
Wilmington, Delaware
July 11, 1997
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 May 27, 1997 appearing on page F-2
of the Annual Report of Artesian Resources Corporation Retirement Plan on
Form 11-K for the year ended December 31, 1996.
SIEGFRIED SCHIEFFER & SEITZ, LLP
Wilmington, DE
July 11, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 27, 1997 appearing on page F-2
of the Annual Report of Artesian Resources Corporation Supplemental
Retirement Plan on Form 11-K for the year ended December 31, 1996.
SIEGFRIED SCHIEFFER & SEITZ, LLP
Wilmington, DE
July 11, 1997
