As filed with the Securities and
Exchange Commission on October 6, 1999 Registration No. 333- SECURITIES AND
EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 ARTESIAN RESOURCES CORPORATION (Exact name of
registrant as specified in charter) Delaware 51-0002090 (State or other
jurisdiction of (I.R.S. Employer incorporation or organization) Identification
No.) 664 Churchmans Road Newark, DE 19702 (302) 453-6900 (Address, including zip
code, and telephone number, including area code, of registrant's principal
executive offices) Dian C. Taylor Chair of the Board, Chief Executive Officer and
President Artesian Resources Corporation 664 Churchmans Road Newark, DE 19702
(302) 453-6900 (Name, address, including zip code, and telephone number,
including area code, of agent for service) Copies to: John F. Bales, III Morgan,
Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 (215) 963-5478
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
--------------- If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, check the following
box. If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for
the same offering. If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. If delivery of the prospectus is
expected to be made pursuant to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE Title of shares to be registeredAmount to be
registeredProposed maximum offering price per unit (1) Proposed maximum aggregate
offering price (1)Amount of registration fee Class A Non-Voting Common Stock,
$1.00 par value 500,000 shares $24.50 $12,250,000 $3,405.50 (1) Estimated solely
for the purpose of calculating the registration fee in accordance with Rule
457(c) under the Securities Act of 1933 based upon the average of the high and
low sale prices reported on the Nasdaq National Market on October 4, 1999.
PROSPECTUS ARTESIAN RESOURCES CORPORATION Amended and Restated Dividend
Reinvestment and Stock Purchase Plan We are offering to you (the holders of our
Class A Non-Voting Common Stock) the opportunity to purchase shares of Class A
Non-Voting Common Stock ($1 par value) through the Amended and Restated Dividend
Reinvestment and Stock Purchase Plan of Artesian Resources Corporation. The Plan
provides you with a simple, convenient and economical method of accumulating
shares of Class A Non-Voting Common Stock without incurring brokerage fees or
commissions. The Plan also provides you with the ability to control the level of
your participation in the Plan by allowing you to periodically change the extent
to which dividends are reinvested. Under the Plan, participants may select from
two reinvestment options: You may authorize the automatic reinvestment of all
cash dividends paid on your shares of Class A Non-Voting Common Stock into shares
of Class A Non-Voting Common Stock. Or, you may authorize the automatic
reinvestment of only a portion of the cash dividends to be paid on your shares of
Class A Non-Voting Common Stock into additional shares of Class A Non-Voting
Common Stock, while receiving the balance of the dividend in cash. In addition,
the Plan allows optional direct cash purchases of Class A Non-Voting Common Stock
by participants in the Plan at fair market value, as described in the Plan.
Additional optional cash purchases must be for at least $100, but may not exceed
$10,000 per calendar quarter. The Plan does not affect our dividend policy, which
will continue to be determined by our Board of Directors after considering our
earnings, financial requirements, operating projections, economic conditions and
other factors. We cannot assure that we will maintain our current dividend rate,
increase our dividend rate or continue to pay dividends on our common stock in
the future. Our future ability to pay dividends on our Class A Non-Voting Common
Stock is dependent upon the continued ability of Artesian Water, our water
utility subsidiary, to pay dividends to us. The profitability of operations of
Artesian Water (and hence us) is dependent in large part on the timeliness and
adequacy of rate relief allowed by the Delaware Public Service Commission. In
addition, profitability is dependent on numerous factors over which Artesian
Water has little or no control, such as the quantity of rainfall and temperature
in a given period of time, industrial demand, prevailing rates for short- and
long-term borrowings, energy rates, wages and compliance with environmental and
water quality regulations. In addition, inflation and other factors beyond our
control or the control of Artesian Water impact on the costs of construction,
materials and employee costs. No dividends may be paid on the common stock unless
all accrued dividends and sinking fund payments payable on any outstanding
preferred stock have been paid or set aside for payment. In addition, we have
certain dividend payment limitations in our bond covenants. A more complete
description of the Plan is contained in this Prospectus and reference is hereby
made to that description. The Plan should be reviewed carefully by all
participants or prospective participants. Please retain this Prospectus for
future reference. Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense. The date of this Prospectus is October 6, 1999.
TABLE OF CONTENTS Page DESCRIPTION OF THE PLAN 3 Purpose 3 Advantages 3
Administration 3 Eligibility 3 Participation by Stockholders 4 Purchases 5 Costs
6 Reports to Participants 6 Dividends 6 Certificates for Shares 6 Changing Method
Of Participation 7 Withdrawing from the Plan 7 Other Information 8 WHERE YOU CAN
FIND MORE INFORMATION 9 LEGAL MATTERS 10 EXPERTS 10 DESCRIPTION OF THE PLAN The
following description of the terms and conditions of the Amended and Restated
Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Artesian Resources
Corporation (the "Company") is set forth for your convenience in a question and
answer form. Purpose 1. What is the purpose of the Plan? The Plan provides you
(holders of record of our Class A Non-Voting Common Stock) with a simple and
convenient method of purchasing shares of Class A Non-Voting Common Stock by
reinvesting cash dividends and investing cash without payment of any brokerage
commission or service charge. Since such additional shares will be purchased from
us and not in the open market, we will receive additional funds that we will use
for our general corporate purposes, including investment in our Artesian Water
subsidiary. Advantages 2. What are the advantages of the Plan? Cost - You will
pay NO brokerage commission or service charge in connection with purchases under
the Plan. Full Investment of Funds - A full investment of funds is possible under
the Plan because fractions of shares, as well as whole shares, will be credited
to your Plan account including dividends on these shares. Avoidance of
Safekeeping of Certificates - You will avoid the cumbersome safekeeping of
certificates for shares credited to your Plan account. Statements of your Plan
will be provided after each quarterly dividend payment transaction.
Administration 3. Who administers the Plan for participation? Registrar and
Transfer Company is the Plan Administrator and will administer the Plan for you,
maintain records, send statements of account to you and perform other duties
relating to the Plan. Shares of Class A Non-Voting Common Stock credited to your
Plan account will be registered in the name of Registrar and Transfer Company, as
agent for participants in the Plan. If Registrar and Transfer Company ceases to
serve as agent, its successor will be designated by us. All correspondence
concerning the Plan should be addressed as follows: Registrar and Transfer
Company 10 Commerce Drive Cranford, NJ 07016 (800) 368-5948 Attention: Artesian
Resources Corporation Dividend Reinvestment Plan Eligibility 4. Who is eligible
to participate? Only holders of record of shares of the Company's Class A
Non-Voting Common Stock are entitled to participate in the Plan. The holders of
Class A Non-Voting Common Stock will be eligible to receive shares of Class A
Non-Voting Common Stock under the Plan. In order to be eligible to participate,
beneficial owners of stock of the Company who are not holders of record because
shares are registered in names other than their own (e.g., broker or bank
nominees) may become stockholders of record by having such shares transferred
into their names. Alternatively, beneficial owners may request the record holder
of their shares to participate on their behalf. Participation by Stockholders 5.
How does an eligible stockholder participate? A holder of record of shares of
Class A Non-Voting Common Stock may join the Plan by completing and signing an
Authorization Form and returning it to the Plan Administrator at the address
shown in Question 3. Authorization Forms will be provided from time to time to
all non-participating holders of Class A Non-Voting Common Stock and may also be
obtained at any time by written request to the Plan Administrator at the address
shown in Question 3. A participant continues automatically in the Plan unless the
Plan Administrator is notified in writing that such participant wishes to
withdraw, which may be done at any time and will be effective as provided in
Question 22. 6. When may a stockholder join the Plan? A holder of record of
shares of Class A Non-Voting Common Stock may join the Plan at any time. If the
Plan Administrator receives the Authorization Form five days or more prior to the
record date for the next dividend, then the participant will be enrolled in the
Plan as of the upcoming dividend payment date for the purpose of the reinvestment
of dividends. If the Authorization Form is received less than five days before
the record date for the next dividend, the upcoming dividend will be paid in cash
and the participant will not be enrolled in the Plan for the purpose of the
reinvestment of dividends until the dividend record date for the next calendar
quarter in which dividends are paid. The record dates for quarterly dividends are
generally during the second weeks of February, May, August and November, but may
be set at other times. Quarterly dividends are normally paid ten to fifteen days
thereafter, but may be paid at other times. The optional cash investment dates
for the Plan are normally the 20th day of each month. If such date falls on a
Saturday, Sunday or United States federal holiday, the optional cash investment
date will normally be the next business day. If the Plan Administrator receives
the Authorization Form before the 15th day of a month, then the participant will
be enrolled in the Plan as of the optional cash investment date in that month for
the purpose of making an optional cash investment. If the Authorization Form is
received after the 15th day of a month for the purpose of making an optional cash
investment, the participant will not be enrolled in the Plan until the optional
cash investment date for the next calendar month. 7. What does the Authorization
Form provide? The Authorization Form allows you to decide the extent to which you
want to participate in the Plan. By completing the appropriate box on the
Authorization Form, you may choose from the following options: Full Dividend
Reinvestment - directs the Company to reinvest the dividends on all shares of
Class A Non-Voting Common Stock registered in your name as well as all shares
credited to your account under the Plan to purchase Class A Non-Voting Common
Stock (you may also invest by making optional cash payments) Partial Dividend
Reinvestment - directs the Company to reinvest the dividends on a portion of the
shares of Class A Non-Voting Common Stock registered in your name as well as all
shares credited to your account under the Plan to purchase Class A Non-Voting
Common Stock (you may also invest by making optional cash payments) Optional Cash
Payments - allows you to participate in the plan by making optional cash
payments. You may choose to make an optional cash payment at any time. Each such
payment must be at least $100 and the total for such payments can not exceed
$10,000 in any calendar quarter. Under all the Plan's investment options,
dividends on all shares of Class A Non-Voting Common Stock credited to a
participant's Plan account are automatically reinvested in shares of Class A
Non-Voting Common Stock. 8. Who interprets and regulates the Plan? We reserve the
right to interpret and regulate the Plan as deemed desirable or necessary.
Neither we nor any agent administering the Plan (including the Plan
Administrator) will be liable for any act done in good faith or for any omission
in good faith to act, including, without limitation, any claim of liability
arising out of failure to terminate a participant's account upon the
participant's death prior to receipt of written notice of the death. You should
recognize that we cannot assure you of a profit or protect you against loss on
the shares distributed under the Plan. 9. May the Plan be modified or
discontinued? We reserve the right to suspend, modify or terminate the Plan at
any time. Any suspension, major modification or termination of the Plan will be
announced by us to all holders of Class A Non-Voting Common Stock. Purchases 10.
What Class of Common Stock will be purchased for your account? Only shares of
Class A Non-Voting Common Stock will be purchased for your account under the
Plan. Please note that the holders of Class B Voting Common Stock generally have
the exclusive right to vote on most fundamental corporate decisions affecting us.
Holders of Class A Non-Voting Common Stock are not able to vote on most matters
affecting us, including the election of directors. 11. How many shares will be
distributed to your Plan account? The number of shares to be distributed to your
Plan account depends on the amount of the cash dividends which you would
otherwise have received on the dividend payment date and the amount of optional
cash payments you make, or both, and the price of the Class A Non-Voting Common
Stock. Your account will be credited with a number of shares, including fractions
computed to four decimal places, equal to the total amount invested divided by
the price of the Class A Non-Voting Common Stock. 12. What will be the price of
shares of Capital Stock purchased under the Plan? The price of shares of Class A
Non-Voting Common Stock purchased as of the dividend payment date or optional
cash investment date for your account under the Plan will be equal to 100% of the
fair market value of the Class A Non-Voting Common Stock determined by taking the
average of the closing prices of such shares as reported by the NASDAQ National
Market System on the last five trading days ending with, and including, the day
prior to the day on which the Class A Non-Voting Common Stock is purchased for
your account. 13. How do optional cash payments work? Optional cash payments
received from participants prior to the 15th day of any month will be invested as
of the upcoming optional cash investment date. Optional cash payments received
from participants after the 15th day of any month will be invested on the
optional cash investment date for the next month. We reserve the right to limit
the number of shares of Class A Non-Voting Common Stock through optional cash
purchases. No interest will be paid by us or the Plan Administrator on optional
cash payments. Each optional cash payment must be at least $100, but may not be
more than $10,000 in any calendar quarter. An optional cash payment may be made
by a participant by enclosing a check or money order payable in U.S. dollars to
the Plan Administrator. Checks must be drawn against U.S. banks. Do not send
cash. Optional cash payments must be sent to the Plan Administrator at the
address shown under Question 3. Optional cash payments forwarded to any other
address do not constitute valid delivery. In the event that any check is returned
unpaid for any reason, the Plan Administrator will consider the request for
investment of such funds void and without effect and will immediately remove from
the participant's account any shares purchased upon the prior credit of such
funds. The Plan Administrator may then sell such shares to satisfy any
uncollected amounts. If the net proceeds of the sale of such sales are
insufficient to satisfy the balance of the uncollected amounts, the Plan
Administrator will be entitled to sell additional shares from the participant's
account to satisfy the uncollected balance. Costs 14. Are there any expenses to
participants in connection with purchases under the Plan? There are no brokerage
fees when shares are purchased under the Plan. Additionally, all costs of
administration of the Plan will be paid by us. Reports to Participants 15. What
kind of reports will be sent to participants in the Plan? Participants in the
Plan will be sent a quarterly statement of their account showing for the
immediately preceding quarter the dividend rate, total number of shares in the
account and the aggregate of (i) the stock dividends paid on shares issued in the
name of the participant, (ii) the stock dividends paid on shares, including
fractional shares, credited to the account of the participant in the Plan and the
number of shares purchased with an optional cash payment. These statements will
be your continuing record of the cost of your purchases and should be retained
permanently for tax purposes. In addition, you will receive copies of the same
communications sent to every other holder of Class A Non-Voting Common Stock,
including our interim reports, annual report and income tax information.
Dividends 16. Will participants earn dividends on fractional shares? Yes.
Dividends will be earned on whole shares and any fraction of a share credited to
your account. Certificates for Shares 17. Will certificates be issued for Class A
Non-Voting Common Stock credited to a participant's Plan account? Normally,
certificates for shares of Class A Non-Voting Common Stock credited to your Plan
account will not be issued to you. The number of shares credited to an account
under the Plan will be shown on your quarterly statement. This protects against
loss, theft or destruction of share certificates. However, upon written request
by you, certificates representing any number of whole shares credited to your
account under the Plan will be issued. This request must be mailed to Registrar
and Transfer Company at the address shown in Question 3. A certificate will be
mailed to you promptly after Registrar and Transfer Company receives your
request. In such event, all shares covered by the certificate will continue to be
enrolled under the Plan unless you have also indicated your desire to withdraw,
which may be done at any time and will be effective as provided in Question 22.
Shares credited to your account under the Plan may not be pledged. If you wish to
pledge such shares, you must request that certificates for such shares be issued
in your name. Certificates for fractional shares will not be issued under any
circumstances. 18. In whose name will certificates be registered when issued? The
certificates issued in accordance with Question 17 will issued in your name as it
appears in your Plan account registration. If you want a certificate issued in a
name other than your name as it appears in your Plan account registration, you
must withdraw such shares from the Plan in accordance with Question 22, transfer
the shares and re-enroll in the Plan in accordance with Question 5. Changing
Method Of Participation 19. How do participants change the extent of
participation? You may change the extent of your participation at any time by
submitting a written request to the Plan Administrator at the address shown under
Question 3. Your request will become effective as soon as practicable after the
Plan Administrator receives your written request. 20. May participants terminate
their election to receive dividends in the form of Class A Non-Voting Common
Stock and still remain in the Plan? Yes. You may terminate your election to
receive dividends in the form of Class A Non-Voting Common Stock on shares
registered directly in your name. Dividends paid on shares registered in the name
of the Plan Administrator for your account in the Plan will continue to be paid
in Class A Non-Voting Common Stock unless you withdraw all of your shares from
the Plan. Withdrawing from the Plan 21. May participants withdraw all or a
portion of their shares from the Plan? Yes. The Plan is entirely voluntary and
you may withdraw at any time by forwarding a written request to the Plan
Administrator (at the address shown in Question 3) for a full or partial
withdrawal. 22. How do participants withdraw all or a portion of their shares
from the Plan? In order to withdraw from the Plan, you must notify the Plan
Administrator in writing that you wish to withdraw. Written notice should be
addressed to the Plan Administrator at the address shown in Question 3. You will
receive certificates for the number of whole shares that you withdraw and cash
for any fractional shares that you withdraw valued at the fair market value for
the Class A Non-Voting Common Stock. The fair market value of such fractional
shares will be the closing price of such shares as reported by the NASDAQ
National Market System on the day prior to the day on which your notice to
withdraw the fractional shares of Class A Non-Voting Common Stock from the Plan
is received by the Plan Administrator. The certificates will be issued in your
name as it appears in your Plan account registration. If the Plan Administrator
receives your request to withdraw five days or more prior to a dividend record
date, the amount of the dividend, which would otherwise have been paid in Class A
Non-Voting Common Stock on the next dividend payment date, will be paid in cash
as soon as practicable to you; provided that you continue to be the record owner
of those shares on the record date for that dividend. If the Plan Administrator
receives your request to withdraw less than five days prior to a dividend record
date, then your request will be processed as soon as practicable after the
dividend record date. Thereafter, all dividends will be paid in cash. An eligible
stockholder may elect to re-enroll in the Plan at any time. 23. What happens to a
fraction of a share when a participant withdraws from the Plan? If you withdraw
from the Plan, a cash payment representing any fraction of a share will be mailed
directly to you. The cash payment price will be determined as provided in
Question 22. Other Information 24. What happens when a participant sells or
transfers his or her shares? If you dispose of all or some of your shares of
Stock registered in the Plan for which certificates have been issued in your
name, we will continue to distribute dividends in the form of Class A Non-Voting
Common Stock on such shares until the Plan Administrator records the transfer of
those shares on our record books, at which time the sold shares will be removed
from the Plan. If you dispose of all or some of your shares of Stock registered
in the name of the Plan Administrator for your account, we will continue to
distribute dividends in the form of Class A Non-Voting Common Stock on such
shares to your account until the Plan Administrator is notified of the transfer
of such shares. Thereafter, dividends will be distributed to an account
established by the Plan Administrator for new owner, until the current owner of
such shares notifies the Plan Administrator that it desires to withdraw from the
Plan pursuant to Question 22. If you transfer all or some of your shares of Stock
registered in the name of the Plan Administrator for your account, the Plan
Administrator may require you to have your signature guaranteed by a financial
institution in the Medallion Guarantee program. Please note that if the number of
shares registered to your Plan account falls below one share, the Plan
Administrator will close your account and send the cash payment price for the
fractional share to you as described in Question 23. 25. What happens if the
Company issues a stock dividend, declares a stock split or has a rights offering?
Any shares we distributed as a stock dividend on shares registered in the name of
the Plan Administrator for your Plan account, or on any split of such shares,
will be credited to your Plan account. Stock dividends or split shares
distributed on shares registered in your name will be mailed directly to you in
the same manner as to stockholders who are not participating in the Plan. In a
rights offering, your entitlement will be based on your total holdings, including
those credited to your Plan account, and rights applicable to shares credited to
your Plan account will be distributed to you. 26. How will a participant's shares
be voted at meetings of shareholders? Any shares held in your account will be
voted by us in accordance with your direction. In the event that you do not
direct us, we will vote or not vote shares held in your account as we deem
proper. The total number of shares held may also be voted in person at the
meeting. 27. What are the federal income tax consequences of participation in the
Plan? Generally, stockholders reinvesting their cash dividends under the Plan in
Class A Non-Voting Common Stock will be treated for tax purposes as having
received the cash dividend. This amount must be included in gross income. The tax
basis of the shares purchased with that cash dividend will be equal to the amount
of the cash dividend used to purchase the shares pro rated among the shares
received. Upon disposition of such shares, stockholders will report as a capital
gain any amount realized in excess of basis and as capital loss any amount
realized less than the tax basis of such shares (provided that such stockholders
held the shares as a capital asset). 28. What provision is made for foreign
stockholders whose individuals are subject to income tax withholding? In the case
of those foreign stockholders whose dividends are subject to United States income
tax withholding and who are Plan participants, the Plan Administrator will
subtract the amount of tax required to be withheld from the amount of cash
dividends which such participant would otherwise have received and divide that
amount by the fair market value (as determined pursuant to Question 12) of the
Class A Non-Voting Common Stock to determine the number of shares to be credited
to a foreign participant's account. WHERE YOU CAN FIND MORE INFORMATION We file
annual, quarterly and special reports and other information with the Securities
and Exchange Commission (the "SEC"). You may read and copy any of the reports and
other information we file at the SEC's public reference facilities located in
Washington at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, in New York at 7 World Trade Center, Suite 1300, New York, New York
10048, and in Chicago at Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. You may call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Copies of such material can also be
obtained from the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Our SEC filings are also available to
the public over the Internet at the SEC's web site which is located at the
following address: http://www.sec.gov. This Prospectus is a part of a
registration statement on Form S-3 (which, together with all exhibits filed along
with it, will be referred to as the "Registration Statement") which we filed with
the SEC to register the securities we are offering. Certain information and
details which may be important to specific investment decisions may be found in
other parts of the Registration Statement, including its exhibits, but are left
out of this Prospectus in accordance with the rules and regulations of the SEC.
To see more detail, you may wish to review the Registration Statement and its
exhibits. Copies of the Registration Statement and its exhibits are on file at
the offices of the SEC and may be obtained upon payment of the prescribed fee or
may be examined without charge at the SEC's public reference facilities or over
the Internet at the SEC's web site described above. The SEC's rules allow us to
"incorporate by reference" the information in other documents we file with them,
which means we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this Prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents and reports listed below and any future filings with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended. Future filings include filings made after the date of this Prospectus
and prior to the termination of the offering made by this Prospectus. Documents
included by reference include the following: Our Annual Report on Form 10-K for
the year ended December 31, 1998; Our Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999; All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since our most recent Annual Report
was filed; and The description of our capital stock contained in our Registration
Statement No. 333-72159 on Form S-2 filed under the Securities Act of 1933, as
amended. You may request a free copy of these filings, other than exhibits
(unless the exhibit you request is specifically incorporated by reference into
another document which is incorporated by this Prospectus) by writing or
telephoning us at: Artesian Resources Corporation, 664 Churchmans Road, Newark,
Delaware 19702, Attention: Joseph A. DiNunzio, Vice President and Secretary
(telephone (302) 453-6900). LEGAL MATTERS Certain legal matters relating to the
validity of the shares of Class A Non-Voting Common Stock being offered by this
Prospectus will be passed upon for us by Morgan, Lewis & Bockius LLP,
Philadelphia, Pennsylvania. EXPERTS The consolidated financial statements and
schedule of Artesian Resources Corporation and subsidiaries as of December 31,
1998 and 1997 and for each of the years in the three-year period ended December
31, 1998 have been incorporated by reference in the Prospectus and elsewhere in
the registration statement in reliance on the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
------------------------------------------------------------------------ We have
not authorized any dealer, salesperson or other person to give any information or
represent anything not contained in this Prospectus. You must not rely on any
unauthorized information. If anyone provides you with different or inconsistent
information, you should not rely on it. This Prospectus does not offer to sell
any shares in any jurisdiction where it is unlawful. The information in this
Prospectus is current as of the date shown on the cover page.
------------------------------------------------------------------------
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Artesian Resources Corporation 500,000 Shares Class A Non-Voting Common Stock
------------------------------------------------------------------------
PROSPECTUS
------------------------------------------------------------------------ AMENDED
AND RESTATED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN OCTOBER 5, 1999
------------------------------------------------------------------------
Part II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of
Issuance and Distribution. The following is a statement of the estimated
expenses, other than underwriting discounts and commissions, to be borne by
Artesian Resources Corporation ("Artesian Resources" or the "Registrant") in
connection with the issuance and distribution of the shares of Class A Non-Voting
Common Stock being registered: Registration fee $ 3,500 Printing 3,000 Legal fees
25,000 Accounting fees 1,000 Miscellaneous 500 Total $33,000 Item 15.
Indemnification of Directors and Officers. A. Section 145 of the Delaware General
Corporation Law ("Section 145") permits indemnification of directors, officers,
employees, agents and controlled 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, employee 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 present or former
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, we have
included a provision in our Restated Certificate of Incorporation, as amended,
that, subject to certain limitations, eliminates our ability and the ability of
our stockholders to recover monetary damages from our directors for breach of
fiduciary duty as a director. Article VIII of our By-Laws provides for
indemnification of our 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 our By-Laws, we maintain, on
behalf of our directors and officers, insurance protection against certain
liabilities arising out of the discharge of their duties, as well as insurance
covering us for indemnification payments made to our directors and officers for
certain liabilities. The premiums for such insurance are paid by us. Item 16.
Exhibits. The following is a list of exhibits filed as part of this Registration
Statement. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. Exhibit No. Exhibit 4.1 Specimen copy of stock
certificate for shares of Class A Non-Voting Common Stock of the Registrant. (1)
4.2 Thirteenth and Fourteenth Supplemental Indentures, dated as of June 17, 1997,
between Artesian Water Company, Inc., subsidiary of the Registrant ("Artesian
Water"), and Wilmington Trust Company. (2) 4.3 Twelfth Supplemental Indenture,
dated as of December 5, 1995, between Artesian Water and Wilmington Trust
Company. (3) 4.4 Eleventh Supplemental Indenture, dated as of February 16, 1993,
between Artesian Water and Principal Mutual Life Insurance Company. (4) 4.5 Tenth
Supplemental Indenture, dated as of April 1, 1989, between Artesian Water and
Wilmington Trust Company. (5) 4.6 Other Supplemental Indentures with amounts
authorized of less than ten percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis will be furnished upon request. 5* Opinion
of Morgan, Lewis & Bockius LLP regarding legality of the shares of Class A
Non-Voting Common Stock being registered. 23.1* Consent of KPMG LLP. 23.2*
Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit
5 hereto). 24.1* Power of Attorney (included on signature page to this
Registration Statement). 27* Financial Data Schedule. __________ * Filed
herewith. (1) Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-2 (File No. 333-2776) filed March 27, 1996. (2)
Incorporated by reference to the exhibit filed with the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997. (3) Incorporated by
reference to the exhibit filed with the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995. (4) Incorporated by reference to the
exhibit filed with the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992. (5) Incorporated by reference to the exhibit filed with the
Registrant's Registration Statement on Form 10 filed April 30, 1990 and as
amended pursuant to Form 8 filed June 19, 1990. Item 17. Undertakings. 1. 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 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. 2. 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 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 thereof. 3. 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 of 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. 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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Newark, Delaware, on October 5, 1999. 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. EACH PERSON IN SO SIGNING ALSO MAKES,
CONSTITUTES AND APPOINTS DIAN C. TAYLOR AND DAVID B. SPACHT, AND EACH OF THEM
ACTING ALONE, HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF
SUBSTITUTION, TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, ANY AND ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT, AND INCLUDING ANY REGISTRATION STATEMENT FOR THE SAME
OFFERING THAT IS TO BE EFFECTIVE UPON FILING PURSUANT TO RULE 462(b) UNDER THE
SECURITIES ACT, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS
OR HER SUBSTITUTE OR SUBSTITUTES MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Name Capacity Date /s/ Dian C. Taylor Dian C. Taylor Chair of the Board, Chief
Executive Officer and PresidentOctober 5, 1999/s/ David B. Spacht David B. Spacht
Vice President, Chief Financial Officer and Treasurer (principal financial
officer and principal accounting officer)October 5, 1999/s/ Kenneth R. Biederman
Kenneth R. Biederman DirectorOctober 5, 1999/s/ John R. Eisenbrey, Jr. John R.
Eisenbrey, Jr. DirectorOctober 5, 1999/s/ William H. Taylor, II William H.
Taylor, II DirectorOctober 5, 1999/s/ William C. Wyer William C. Wyer
DirectorOctober 5, 1999 EXHIBIT INDEX Exhibit Sequential Sequential Number
Description Page Number 4.1 Specimen copy of stock certificate for shares of
Class A Non-Voting Common Stock of the Registrant. (1) 4.2 Thirteenth and
Fourteenth Supplemental Indentures, dated as of June 17, 1997, between Artesian
Water Company, Inc., subsidiary of the Registrant ("Artesian Water"), and
Wilmington Trust Company. (2) 4.3 Twelfth Supplemental Indenture, dated as of
December 5, 1995, between Artesian Water and Wilmington Trust Company. (3) 4.4
Eleventh Supplemental Indenture, dated as of February 16, 1993, between Artesian
Water and Principal Mutual Life Insurance Company. (4) 4.5 Tenth Supplemental
Indenture, dated as of April 1, 1989, between Artesian Water and Wilmington Trust
Company. (5) 4.6 Other Supplemental Indentures with amounts authorized of less
than ten percent of the total assets of the Registrant and its subsidiaries on a
consolidated basis will be furnished upon request. 5* Opinion of Morgan, Lewis &
Bockius LLP regarding legality of the shares of Class A Non-Voting Common Stock
being registered. 23.1* Consent of KPMG LLP. 23.2* Consent of Morgan, Lewis &
Bockius LLP (included in its opinion filed as Exhibit 5 hereto). 24.1* Power of
Attorney (included on signature page to this Registration Statement). 27*
Financial Data Schedule. __________ * Filed herewith. (1) Incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-2
(File No. 333-2776) filed March 27, 1996. (2) Incorporated by reference to the
exhibit filed with the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997. (3) Incorporated by reference to the exhibit filed with the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (4)
Incorporated by reference to the exhibit filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992. (5) Incorporated by
reference to the exhibit filed with the Registrant's Registration Statement on
Form 10 filed April 30, 1990 and as amended pursuant to Form 8 filed June 19,
1990. EXHIBIT 5.1 Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA
19103 October 5, 1999 Artesian Resources Corporation 664 Churchmans Road Newark,
DE 19702 Re: Artesian Resources Corporation - Registration Statement on Form S-3
for the Artesian Resources Corporation Amended and Restated Dividend Reinvestment
and Stock Purchase Plan Ladies and Gentlemen: We have acted as counsel to
Artesian Resources Corporation, a Delaware corporation (the "Company"), in
connection with the preparation of the subject Registration Statement on Form S-3
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to 500,000 shares of the Company's Class A Non-Voting Common
Stock, par value $1.00 per share (the "Class A Non-Voting Common Stock"),
issuable under the Artesian Resources Corporation Amended and Restated Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). In rendering the opinion set
forth below, we have examined the Registration Statement and the exhibits
thereto, including the Plan, certain records of the Company's corporate
proceedings as reflected in its minute books and such statutes, records and other
documents as we have deemed relevant. In our examination, we have assumed the
genuineness of documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies thereof. Based on the
foregoing, it is our opinion that the shares of Class A Non-Voting Common Stock
issuable under the Plan will be, when issued in accordance with the terms of the
Plan, validly issued, fully paid and nonassessable. The opinion set forth above
is limited to the General Corporation Law of the State of Delaware, as amended,
and assumes that on the date of issuance of the shares of Class A Non-Voting
Common Stock under the Plan the resolutions adopted by the Board of Directors of
the Company to implement the Plan continue in full force and effect and the
Company continues as a Delaware Corporation in good standing with sufficient
shares authorized for the issuance. We hereby consent to the use of this opinion
as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not
thereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act and the rules or regulations of the
Commission thereunder. The opinion expressed herein is solely for your benefit
and may be relied upon only by you. Very truly yours, /s/Morgan, Lewis & Bockius
LLP EXHIBIT 23.1Consent of Independent Accountants
The Board of Directors
Artesian Resources Corporation:
We consent to the incorporation by reference of our reports dated February 5,
1999, relating to the consolidated balance sheets of Artesian Resources
Corporation and subsidiaries as of December 31, 1998 and 1997, 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, 1998 and
related schedule, which reports appear in the 1998 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.
/s/KPMG LLP
Wilmington, Delaware
