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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000
REGISTRATION NO. 333-35356
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM F-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSOLIDATED WATER CO. LTD.
(Exact name of Registrant as specified in charter)
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CAYMAN ISLANDS, B.W.I. NONE
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or registration)
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TRAFALGAR PLACE, WEST BAY ROAD
P.O. BOX 1114GT
GRAND CAYMAN, CAYMAN ISLANDS, B.W.I.
(345) 945-4277
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JEFFREY M. PARKER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CONSOLIDATED WATER CO. LTD.
TRAFALGAR PLACE, WEST BAY ROAD,
P.O. BOX 1114GT
GRAND CAYMAN, CAYMAN ISLANDS, B.W.I.
(345) 945-4277
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
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LESLIE J. CROLAND, P.A. JUSTIN P. KLEIN, ESQ.
STEEL HECTOR & DAVIS LLP BALLARD SPAHR ANDREWS & INGERSOLL, LLP
200 SOUTH BISCAYNE BOULEVARD, 40TH FLOOR 1735 MARKET STREET, 51ST FLOOR
MIAMI, FL 33131-2398 PHILADELPHIA, PA 19103
(305) 577-7000 (215) 864-8606
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
reasonably practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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, 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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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
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PROPOSED
AMOUNT MAXIMUM PROPOSED AMOUNT OF
TITLE OF EACH TO BE OFFERING PRICE AGGREGATE REGISTRATION
CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Ordinary shares, par value C.I.$1.00 977,500 $7.1875 $7,025,781.25 $1,854.81
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(1) Includes 127,500 ordinary shares that the underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such Section 8(a), may determine.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Below is an itemized statement of all expenses in connection with the
securities to be registered hereunder:
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SEC Registration Fee........................................ $ 1,854.81
NASD Filing Fee............................................. $ 1,202.58
Non-Accountable Expense Allowance........................... $ 75,000.00
Legal Fees.................................................. $140,000.00
Transfer Agent Fees and Expenses............................ $ 5,000.00
Blue Sky Qualification Fees and Expenses.................... $ 5,000.00
Printing Fees and Expenses.................................. $ 70,000.00
Accounting Fees and Expenses................................ $ 80,000.00
Miscellaneous Fees and Expenses............................. $ 10,000.00
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Total:............................................ $388,057.39
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 40 of our Articles of Association, as amended, provides for the
indemnification of directors, officers and other persons associated with our
company as follows:
The directors and officers of Consolidated Water Co. Ltd. (the
"Company") and any trustee for the time being acting in relation to any of
the affairs of the Company and every former director, officer, or trustee
and their respective heirs, executors, administrators and personal
representatives (each of such persons being referred to in this Article as
"indemnified party") shall be indemnified out of the assets of the Company
from and against all actions, proceedings, costs, charges, losses, damages
and expenses which they or any of them shall or may incur or sustain by
reason of any act done or omitted in or about the execution of their duties
in their respective offices or trusts, except any which an indemnified
party shall incur or sustain by or through his own wilful neglect or
default; no indemnified party shall be answerable for the acts, omissions,
neglects or defaults of any other director, officer, or trustee, or for
joining in any receipt for the sake of conformity, or for the solvency or
honesty of any banker or other persons with whom any moneys or effects
belonging to the Company may be lodged or deposited for safe custody, or
for any insufficiency of any security upon which any monies of the Company
may be invested, or for any other loss or damage due to any such cause as
aforesaid or which may happen in or about the execution of his office or
trust unless the same shall happen through the wilful neglect or default of
such indemnified party.
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ITEM 16. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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*1. Form of Underwriting Agreement among Consolidated Water Co.
Ltd. and the underwriters.
3.1 Amended and Restated Memorandum of Association of
Consolidated Water Co. Ltd., dated December 4, 1998
(incorporated by reference to the exhibit filed as part of
our Form 20-F for the fiscal year ended December 31, 1998,
Commission File No. 0-25248).
3.2 Amended and Restated Articles of Association of Consolidated
Water Co. Ltd., dated December 4, 1998 (incorporated by
reference to the exhibit filed as part of our Form 20-F for
the fiscal year ended December 31, 1998, Commission File No.
0-25248).
*5.1 Opinion and Consent of Myers & Alberga.
10.1 License Agreement, dated July 11, 1990, between Cayman Water
Company Limited and the Government of the Cayman Islands
(incorporated herein by reference to the exhibit filed as a
part of our Form 20-F dated December 7, 1994, Commission
File No. 0-25248).
10.2 First Amendment to License Agreement, dated September 18,
1990, between Cayman Water Company Limited and the
Government of the Cayman Islands. (incorporated herein by
reference to the exhibit filed as a part of our Form 20-F
dated December 7, 1994, Commission File
No. 0-25248).
10.3 Second Amendment to License Agreement, dated February 14,
1991, between Cayman Water Company Limited and the
Government of the Cayman Islands. (incorporated herein by
reference to the exhibit filed as a part of our Form 20-F
dated December 7, 1994, Commission File
No. 0-25248).
10.4 License Agreement, dated October 26, 1992, between Cayman
Island Government-Portfolio of Communications, Works and
Agriculture and Cayman Water Company Limited for the supply
of non-potable water to SafeHaven Ltd. (incorporated herein
by reference to the exhibit filed as a part of our Form 20-F
dated December 7, 1994, Commission File No. 0-25248).
10.5 Amendment to License Agreement, dated November 12, 1992,
between Cayman Island Government -- Portfolio of
Communications, Works and Agriculture and Cayman Water
Company Limited for the supply of non-potable water to
SafeHaven Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 20-F dated December 7,
1994, Commission File
No. 0-25248).
10.6 Service Agreement, dated October 27, 1992, between Cayman
Water Company Limited and SafeHaven Ltd. (incorporated
herein by reference to the exhibit filed as a part of our
Form 20-F dated December 7, 1994, Commission File No.
0-25248).
10.7 Amendment to Service Agreement, dated November 25, 1992,
between Cayman Water Company Limited and SafeHaven Ltd.
(incorporated herein by reference to the exhibit filed as a
part of our Form 20-F dated December 7, 1994, Commission
File No. 0-25248).
10.8 Amendment to Service Agreement, dated September 4, 1995,
between Cayman Water Company Limited and SafeHaven Ltd.
(incorporated herein by reference to the exhibit filed as a
part of our Registration Statement on Form F-1 dated March
26, 1996, Commission File No. 333-00038).
10.9 Water Purchase Agreement #2, dated October 14, 1994, between
Cayman Water Company Limited and Ocean Conversion (Cayman)
Limited. (incorporated herein by reference to the exhibit
filed as a part of our Form 20-F dated December 7, 1994,
Commission File No. 0-25248).
10.10 Water Purchase Agreement #3, dated October 21, 1994, between
Cayman Water Company Limited and Ocean Conversion (Cayman)
Limited. (incorporated herein by reference to the exhibit
filed as a part of our Form 20-F dated December 7, 1994,
Commission File No. 0-25248).
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EXHIBIT
NUMBER DESCRIPTION
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*10.11 Employment Contract, dated August 19, 1997, between Cayman
Water Company Limited and Peter D. Ribbins.
*10.12 Amendment and Rectification of Engagement Agreement, dated
October 26, 1999, between Consolidated Water Co. Ltd. and
Peter D. Ribbins.
*10.13 Second Amendment of Engagement Agreement, dated March 21,
2000, between Consolidated Water Co. Ltd. and Peter D.
Ribbins.
*10.14 Engagement Agreement, dated December 30, 1998 between
Consolidated Water Co. Ltd. and Jeffrey Parker.
*10.15 Amendment of Engagement Agreement, dated October 26, 1999,
between Consolidated Water Co. Ltd. and Jeffrey Parker.
*10.16 Second Amendment of Engagement Agreement, dated March 21,
2000, between Consolidated Water Co. Ltd. and Jeffrey
Parker.
*10.17 Employment Contract, dated August 19, 1998, between Cayman
Water Company Limited and Gregory Scott McTaggart.
*10.18 First Amendment to Employment Contract, dated April 17,
2000, between Consolidated Water Co. Ltd. and Gregory Scott
McTaggart.
*10.19 Employment Contract, dated August 31, 1997, between Cayman
Water Company Limited and Alexander S. Bodden.
*10.20 First Amendment to Employment Contract, dated April 17,
2000, between Consolidated Water Co. Ltd. and Alexander S.
Bodden.
*10.21 Letter Agreement, dated August 2, 1999, between Consolidated
Water Co. Ltd. and J. Bruce Bugg.
10.22 Specimen Service Agreement, between Cayman Water Company
Limited and consumers (incorporated herein by reference to
the exhibit filed as part of our Registration Statement on
Form F-1 dated March 26, 1996).
10.23 Specimen Share Incentive Scheme Participation Agreement
between Cayman Water Company Limited and employees.
(incorporated herein by reference to the exhibit filed as a
part of our Form 20-F, dated December 7, 1994, Commission
File No. 0-25248).
*10.24 Summary Share Grant Plan for Directors.
10.25 Agreement, dated March 31, 1998, among Argyle/Cay-Water
Limited, J. Bruce Bugg and Cayman Water Company Limited
(incorporated herein by reference to the exhibit filed as
part of our Form 20-F for the fiscal year ended December 31,
1997, Commission File No. 0-25248).
10.26 Option Deed, dated August 6, 1997, between Cayman Water
Company Limited and American Stock Transfer & Trust Company
(incorporated herein by reference to the exhibit filed on
our Form 6-K, dated August 7, 1997, Commission File No.
0-25248).
*10.27 Stock Option Agreement, dated December 15, 1998, between
Consolidated Water Co. Ltd. and
R. Jerry Falkner.
10.28 Agreement, dated April 20, 1999, among Consolidated Water
Co. Ltd., Ellesmere Britannia Ltd., Cayman Hotel & Golf,
Inc. and Hyatt Britannia Corporation (incorporated herein by
reference to the exhibit filed on our Form 20-F, for the
fiscal year ended December 31, 1998, Commission File No.
0-25248).
10.29 Settlement Agreement, dated April 20, 1999, among
Consolidated Water Co. Ltd., Ellesmere Britannia Ltd.,
Cayman Hotel & Golf, Inc. and Hyatt Britannia Corporation
(incorporated herein by reference to the exhibit filed on
our Form 20-F, for the fiscal year ended December 31, 1998,
Commission File No. 0-25248).
*10.30 Consulting Agreement, dated November 17, 1998, between
Cayman Water Company Limited and R.J. Falkner & Company,
Inc.
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EXHIBIT
NUMBER DESCRIPTION
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*10.31 Agreement, dated November 12, 1997, between Commonwealth
Water Limited, Cayman Water Company Limited and RAV Bahamas
Limited.
*10.32 Agreement, dated July 24, 1995, between Cayman Water Company
Limited and Galleon Beach Resort Limited.
*10.33 Agreement, dated February 9, 1994, between Cayman Water
Company Limited and Widar Ltd.
*10.34 Credit Facility Agreement, dated December 30, 1998, between
Consolidated Water Co. Ltd. and Royal Bank of Canada.
10.35 Finance Contract, dated October 3, 1991, between European
Investment Bank and Cayman Water Company Limited
(incorporated herein by reference to the exhibit filed as
part of our Form 20-F, dated December 7, 1994, Commission
File No. 0-25248).
10.36 Warrant issued to Joseph Roberts & Co., Inc. (incorporated
herein by reference to the exhibit filed as part of our
Registration Statement on Form F-1 dated March 26, 1996,
Commission File No. 333-00038).
*23 Consent of PricewaterhouseCoopers.
*24 Power of Attorney.
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* Previously filed with the registration statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to which the prospectus is sent or
given, (i) the registrant's latest filing on Form 20-F, Form 40-F, or Form 10-K;
and any filing on Form 10-Q, Form 8-K or Form 6-K incorporated by reference into
the prospectus; and (ii) the latest annual report to security holders that is
incorporated by reference in this prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in this prospectus to provide such interim financial information.
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 Securities Act
of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
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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 F-2 and has duly caused this amendment no. 3 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in Grand Cayman, Cayman Islands, on the 17th day of
May, 2000.
CONSOLIDATED WATER CO. LTD.
By: /s/ PETER D. RIBBINS
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Peter D. Ribbins, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 3 to the registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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* /s/ JEFFREY M. PARKER Chairman of the Board of May 17, 2000
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Jeffrey M. Parker Officer
/s/ PETER D. RIBBINS President, Chief Operating May 17, 2000
- ----------------------------------------------------- Officer and Director
Peter D. Ribbins
* /s/ ALEXANDER S. BODDEN Vice President-Finance and May 17, 2000
- ---------------------------------------------------- Secretary
Alexander S. Bodden
* /s/ GREGORY MCTAGGART Vice President-Operations May 17, 2000
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Gregory McTaggart
Vice-Chairman of the Board of
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J. Bruce Bugg, Jr.
* /s/ BRIAN E. BUTLER Director May 17, 2000
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Brian E. Butler
Director
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Hal N. Carr
* /s/ RICHARD L. FINLAY Director May 17, 2000
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Richard L. Finlay
* /s/ CLARENCE B. FLOWERS, JR. Director May 17, 2000
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Clarence B. Flowers, Jr.
Director
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Frederick W. McTaggart
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SIGNATURE TITLE DATE
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* /s/ WILMER PERGANDE Director May 17, 2000
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Wilmer Pergande
* /s/ RAYMOND WHITTAKER Director May 17, 2000
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Raymond Whittaker
* By: /s/ PETER D. RIBBINS
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Peter D. Ribbins
as Attorney-in-Fact
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