As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
(Full title of the plan)
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)
Copy of all communications to:
JOHN F. BALES, III, ESQUIRE
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
Class A Non-Voting
Common Stock, 150,000 (2) $21.91 $3,286,500.00 $913.65
$1.00 par value
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee, based upon the average of the high and low sales
prices of shares of Class A Non-Voting Common Stock on May 5, 1999, as
reported on the Nasdaq National Market.
(2) 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.
This Registration Statement on Form S-8 (the "Registration Statement")
relates to the registration of an additional 150,000 shares (the "Shares") of
Class A Non-Voting Common Stock, $1.00 par value, of the Registrant. The
Shares are securities of the same class and relating to the same employee
benefit plan, the Amended and Restated Artesian Resources Corporation 1992
Non-Qualified Stock Option Plan, as those shares registered in the Registrant's
Registration Statement on Form S-8, previously filed with the Securities and
Exchange Commission on June 5, 1996. The earlier Registration Statement on
Form S-8, Registration No. 333-05255, is hereby incorporated by reference.
Experts
The consolidated financial statements and schedule of Artesian Resources
Corporation 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
herein in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein upon the authority of said firm
as experts in accounting and auditing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.Exhibits.
The following exhibits are filed as part of this Registration Statement.
Exhibit
Number Exhibit
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 Amended and Restated Artesian Resources Corporation 1992
Non-Qualified Stock Option Plan (1)
23.1 Consent of KPMG LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page of this
Registration Statement)
____________
(1) Incorporated by reference to Exhibit 10 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998.
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 May 7, 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 date indicated.
EACH PERSON IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS DIAN C.
TAYLOR AND DAVID B.SPACHT, AND EACH OF THEM ACTING ALONE, HER OR HIS 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, WITH EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND
CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HER OR HIS SUBSTITUTE OR SUBSTITUTES
MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Name Capacity Date
/s/Dian C. Taylor Chair of the Board, Chief Executive May 7, 1999
Dian C. Taylor Officer and President (principal
executive officer)
/s/David B. Spacht Vice President, Treasurer and Chief May 7, 1999
David B. Spacht Financial Officer (principal financial
officer and principal accounting
officer)
/s/Kenneth R. Biederman Director May 7, 1999
Kenneth R. Biederman
/s/John R. Eisenbrey, Jr.Director May 7, 1999
John R. Eisenbrey, Jr.
/s/William H. Taylor, II Director May 7, 1999
William H. Taylor, II
/s/William C. Wyer Director May 7, 1999
William C. Wyer
ARTESIAN RESOURCES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Exhibit
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 Amended and Restated Artesian Resources Corporation 1992
Non-Qualified Stock Option Plan (1)
23.1 Consent of KPMG LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (included on signature page of this
Registration Statement)
___________
(1) Incorporated by reference to Exhibit 10 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998.
May 7, 1999
Artesian Resources Corporation
664 Churchmans Road
Newark, DE 19702
Re: Artesian Resources Corporation - Registration Statement on Form S-8 for
the Amended and Restated Artesian Resources Corporation 1992 Non-
Qualified Stock Option 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-8 (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 150,000 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 Amended and Restated
Artesian Resources Corporation 1992 Non-Qualified Stock Option 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.
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,
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Artesian Resources Corporation
We consent to the incorporation by reference of our report 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 our report dated February 5, 1999, relating to the financial
statement schedule for each of the years in the three-year period ended
December 31, 1998, 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
May 6, 1999
