<PAGE>
As Filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
SOUTHWEST WATER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-1840947
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
__________________
225 NORTH BARRANCA AVENUE, SUITE 200
WEST COVINA, CALIFORNIA 91791-1605
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
AMENDED AND RESTATED SOUTHWEST WATER COMPANY
STOCK OPTION AND RESTRICTED STOCK PLAN
(FULL TITLE OF THE PLAN)
__________________
<TABLE>
<S> <C>
PETER J. MOERBEEK COPY TO:
VICE PRESIDENT FINANCE AND JAMES W. DANIELS, ESQ.
CHIEF FINANCIAL OFFICER, LATHAM & WATKINS
SOUTHWEST WATER COMPANY 650 TOWN CENTER DRIVE, TWENTIETH FLOOR
225 NORTH BARRANCA AVENUE, SUITE 200 COSTA MESA, CALIFORNIA 92626-1925
WEST COVINA, CALIFORNIA 91791-1605 (714) 540-1235
(818) 915-1551
</TABLE>
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
__________________
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<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK................ 200,000 $14 5/8 $2,925,000 $886.36
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Amended and Restated Southwest Water Company Stock Option and Restricted
Stock Plan (the "Plan") authorizes the issuance of a maximum of 515,000
shares of Common Stock of Southwest Water Company (the "Company"), par value
$.01 per share, 200,000 of which are being newly registered hereunder. See
"Incorporation of Documents by Reference" below. None of such 200,000
additional shares are subject to presently outstanding options granted under
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Offering Price Per Share is
the average ($14 5/8) of the high and low sales price of the Company's
Common Stock in the over-the-counter market, as reported on the Nasdaq
National Market, on October 21, 1997 (which were $14 3/4 and $14 1/2,
respectively).
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED.
Exhibit Index on Page 2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
- ---------------------------------------
This Registration Statement covers 200,000 additional shares of Common
Stock of the Company reserved for issuance under the Amended and Restated
Southwest Water Company Stock Option and Restricted Stock Plan (the "Plan").
Effective March 6, 1997, the Board of Directors of the Company adopted, and on
May 22, 1997, the shareholders of the Company approved, an amendment to the Plan
which increased the number of shares reserved for issuance thereunder by 200,000
shares to 515,000 shares. On May 25, 1989 and December 21, 1993, the Company
filed with the Commission Form S-8 Registration Statement Nos. 33-28919 and 33-
73174, respectively (collectively, the "Prior Registration Statements") covering
(after giving effect to a 5% stock dividend effected on January 20, 1996 and a
20% stock dividend effected on January 20, 1997) an aggregate of 315,000 shares
issuable under the Plan. The contents of the Prior Registration Statements are
incorporated by reference herein to the extent not modified or superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
<S> <C>
5 Opinion of Latham & Watkins
10 Second Amendment to the Amended and Restated Southwest Water
Company Stock Option and Restricted Stock Plan
23.1 Consent of Latham & Watkins (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the signature page to this
Registration
Statement).
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Covina, State of
California, on this 27th day of October, 1997.
SOUTHWEST WATER COMPANY,
a Delaware corporation
By: /s/ Anton C. Garnier
------------------------------------
Anton C. Garnier
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Anton C. Garnier and Peter J. Moerbeek, and either of them, as attorneys-in-fact
and agents, with full power of substitution and resubstitution, to sign on his
or her behalf, individually and in the capacities stated below, and to file any
and all amendments, including post-effective amendments, to this Registration
Statement and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact and agents full power and authority to
perform any other act on behalf of the undersigned required to be done in the
premises.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- -------------------------------- ------------------
<S> <C> <C>
/s/ H. Frederick Christie Director October 27, 1997
- ----------------------------
H. Frederick Christie
/s/ Michael J. Fasman Director September 24, 1997
- ----------------------------
Michael J. Fasman
/s/ Anton C. Garnier Chairman of the Board, October 27, 1997
- ---------------------------- President
Anton C. Garnier and Chief Executive Officer
Director
- ----------------------------
Monroe Harris
Director
- ----------------------------
Donovan D. Huennekens
/s/ Richard Kelton Director September 24, 1997
- ----------------------------
Richard Kelton
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Director
- ----------------------------
Maureen Kindel
/s/ Peter J. Moerbeek Vice President Finance, Chief October 27, 1997
- ---------------------------- Financial Officer and Secretary
Peter J. Moerbeek
/s/ Richard G. Newman Director October 27, 1997
- ----------------------------
Richard G. Newman
</TABLE>
4
<PAGE>
EXHIBIT 5
[Latham & Watkins Letterhead]
October 28, 1997
Southwest Water Company
225 North Barranca Avenue, Suite 200
West Covina, California 91791-1605
Re: Southwest Water Company Common Stock
par value $.01 per share
----------------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an additional 200,000 shares of Common Stock, par
value $.01 per share (the "Shares"), to be sold by Southwest Water Company under
the Amended and Restated Southwest Water Company Stock Option and Restricted
Stock Plan, as amended (the "Plan"). We are familiar with the proceedings
undertaken in connection with the authorization, issuance and sale of the
Shares. Additionally, we have examined such questions of law and fact as we
have considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration in excess of the
aggregate par value of the Shares issued, such Shares will be validly issued,
fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 10
SECOND AMENDMENT TO THE
-----------------------
AMENDED AND RESTATED SOUTHWEST WATER COMPANY STOCK OPTION
AND RESTRICTED STOCK PLAN
-------------------------
This Second Amendment to the Amended and Restated Southwest Water
Company Stock Option and Restricted Stock Plan (the "Second Amendment") is
adopted by Southwest Water Company, a Delaware corporation (the "Company"),
effective as of March 6, 1997; provided, however, that part I hereof is subject
to stockholder approval.
RECITALS
--------
A. The Southwest Water Company Stock Option and Restricted Stock
Plan (the "Plan") was adopted by the Board of Directors of the Company (the
"Board") on February 17, 1988 and approved by the stockholders of the Company on
May 25, 1988.
B. Effective March 28, 1989, the Plan was amended, subject to
stockholder approval to, among other things, provide for the grant of stock
appreciation rights under the Plan. Stockholder approval to the amendment was
obtained May 24, 1989.
C. Effective October 22, 1991, the Plan was amended, restated and
renamed the Amended and Restated Southwest Water Company Stock Option and
Restricted Stock Plan.
D. On March 21, 1993, the Board approved a proposal to (a) increase
the number of shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), reserved for issuance under the Plan from 150,000 shares
to 250,000 shares and to extend the expiration of the period during which
options to purchase Common Stock may be granted under the Plan from February 17,
1998 to February 17, 2003, which proposal was approved by the stockholders on
May 24, 1993, (b) to eliminate any future grants or issuances of stock
appreciation rights or restricted stock under the Plan, and (c) to amend certain
<PAGE>
provisions of the Plan with respect to the outstanding restricted stock issued
under the Plan. The amendments referred to in clauses (b) and (c) of the
preceding sentence did not require stockholder approval. The Plan, as amended,
restated and renamed effective October 22, 1991, and as amended as provided in
this Recital D is referred to herein as the "Restated Plan."
E. On January 20, 1996, the Company effected a 5% stock dividend and
on January 20, 1997 the Company effected a 20% stock dividend, which together
increased the number of shares of Common Stock reserved for issuance under the
Restated Plan from 250,000 shares to 315,000 shares.
F. Section 9.2 of the Restated Plan provides that the committee
administering the Plan may, subject to approval of the stockholders of the
Company in certain instances, amend the Restated Plan.
G. Effective March 6, 1997, the Board, the Directed Stock Option
Committee of the Board and the Compensation Committee of the Board approved a
proposal to (a) replace the Director Stock Option Committee with the
Compensation Committee as the body which administers the Restated Plan, (b)
subject to stockholder approval, increase the number of shares of Common Stock
reserved for issuance under the Restated Plan from 315,000 shares to 515,000
shares, (c) subject to stockholder approval, extend the period during which
options may be granted under the Restated Plan from February 17, 2003 to
February 17, 2007, and (d) subject to stockholder approval, remove from the
Restated Plan the requirement to obtain stockholder approval in connection with
amendments to the Restated Plan which (i) modify the requirements relating to
eligibility to participate in the Restated Plan, or (ii) reduce the minimum
price at which shares subject to options may be purchased to below 100% of the
fair market value of such shares, as more fully set forth herein.
2
<PAGE>
AMENDMENTS
----------
I. Subject to stockholder approval, the Restated Plan is hereby
amended as follows:
A. Section 2.1 of the Restated Plan is hereby amended to read
in its entirety as follows:
Section 2.1 - Shares Subject to Plan
----------- ----------------------
The shares of stock subject to Options shall be shares of
the Company's common stock, par value $.01 per share (the "Common Stock"). The
aggregate number of shares which have been or may be issued upon exercise of
Options or which have been issued as Restricted Stock shall not exceed 515,000.
The foregoing gives effect to the 5% Stock dividend issued on January 20, 1996
and the 20% Stock dividend issued on January 20, 1997.
B. Section 9.2 of the Restated Plan is hereby amended to read
in it entirety as follows:
Section 9.2 - Amendment, Suspension or Termination of the Plan
----------- ------------------------------------------------
The Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the
Committee. However, without approval of the Company's stockholders given within
twelve (12) months before or after the action by the Committee, no action of the
Committee, may, except as provided in Section 2.4, increase any limit imposed in
Section 2.1 on the maximum number of aggregate shares which may be issued on
exercise of Options or which have been issued as Restricted Stock, extend the
limit imposed in this Section 9.2 on the period during which Options may be
granted or amend or modify the Plan in a manner requiring stockholder approval
under Rule 16b-3 of the Exchange Act. Neither the amendment, suspension nor
termination of
3
<PAGE>
the Plan shall, without the written consent of the holder of the Option or the
Restricted Stockholder, alter or impair any rights or obligations under any
Option theretofore granted or Restricted Stock theretofore issued. No Option
may be granted during any period of suspension nor after termination of the
Plan, and in no event may any Option be granted under this Plan after February
17, 2007. No stock appreciation rights may be granted and no restricted stock
may be issued under this Plan after the effective date of the First Amendment.
II. The Restated Plan is hereby amended as follows:
A. Section 1.3 of the Restated Plan is hereby amended to read
in its entirety as follows:
Section 1.3 - Committee
----------- ---------
"Committee" shall mean the Compensation Committee of the
Board, or another committee of the Board, appointed as provided in Section 8.1.
B. Section 1.12 of the Restated Plan is hereby amended to read
in its entirety as follows:
Section 1.12 - Plan
------------ ----
"Plan" shall mean this Amended and Restated Southwest Water
Company Stock Option and Restricted Stock Plan, as amended by (i) the First
Amendment to the Amended and Restated Southwest Water Company Stock Option and
Restricted Stock Plan and (ii) the Second Amendment to the Amended and Restated
Southwest Water Company Stock Option and Restricted Stock Plan. The "Restated
Plan" shall mean the Plan in effect prior to the effective date of the First
Amendment. The "First Amendment" shall mean the First Amendment to Amended and
Restated Southwest Water Company Stock Option and Restricted Stock Plan.
C. Section 8.1 of the Restated Plan is hereby amended to read
in its
4
<PAGE>
entirety as follows:
Section 8.1 - Committee
----------- ---------
The Compensation Committee (or another committee or a
subcommittee of the Board assuming the functions of the Committee under this
Plan) shall consist solely of two (2) or more Directors, appointed by and
holding office at the pleasure of the Board, each of whom is a "non-employee
director" as defined by Rule 16b-3. Appointment of Committee members shall be
effective upon acceptance of appointment. Committee members may resign at
anytime by delivering written notice of resignation to the Board. Vacancies in
the Committee shall be filled by the Board.
5
<PAGE>
I hereby certify that the foregoing Second Amendment to the Amended
and Restated Southwest Water Company Stock Option and Restricted Stock Plan was
duly adopted by the Board of Directors of the Company, the Director Stock Option
Committee of the Board and the Compensation Committee of the Board,
respectively, as of March 6, 1997.
Executed this 8th day of August, 1997.
/s/ Peter J. Moerbeek
---------------------
Peter J. Moerbeek
Vice President Finance,
Chief Financial Officer and Secretary
Corporate Seal
I hereby certify that the foregoing Second Amendment to the Amended
and Restated Southwest Water Company Stock Option and Restricted Stock Plan was
duly approved by the stockholders of the Company on May 22, 1997.
Executed this 8th day of August, 1997.
/s/ Peter J. Moerbeek
---------------------
Peter J. Moerbeek
Vice President Finance,
Chief Financial Officer and Secretary
6
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Southwest Water Company
We consent to the use of our report dated January 27, 1997, incorporated herein
by reference in the Registration Statement on Form S-8 of Southwest Water
Company, relating to the consolidated balance sheets of Southwest Water Company
and subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1996, and the related
schedule, which report appears in the December 31, 1996 annual report on Form
10-K of Southwest Water Company.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
October 28, 1997
