UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________________
FORM S-8
MIDDLESEX
WATER COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
|
NEW
JERSEY
|
|
22-1114430
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
|
1500
Ronson Road
Iselin,
New Jersey 08830-3020
(732)
634-1500
|
|
(Address
of Principal Executive Offices)
|
MIDDLESEX
WATER COMPANY OUTSIDE DIRECTOR STOCK COMPENSATION PLAN
(Full
Title of the Plan)
Kenneth
J. Quinn, Esq., Vice President, General Counsel and Secretary
1500
Ronson Road
Iselin,
New Jersey 08830-3020
(732)
634-1500
(Name,
Address and Telephone Number of Agent For Service)
With a
Copy to:
Douglas
R. Brown, Esq.
Norris,
McLaughlin & Marcus, P.A.
721
Route 202-206
P.O.
Box 1018
Somerville,
New Jersey 08876-1018
908-722-0700
__________________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
o
|
|
Accelerated
filer
x
|
|
(Do
not check if a small reporting company)
|
Smaller
reporting company
o
|
CALCULATION
OF REGISTRATION FEE
|
Title of
Securities
To
Be
Registered
|
|
Amount
To
Be
Registered
(1)
|
|
Proposed
Maximum
Offering
Price
Per
Share
|
|
Proposed
Maximum
Aggregate
Offering
Price
|
|
Amount
of
Registration
Fee
(2)
|
|
|
Common
Stock no par value
|
|
|
100,000
|
|
$
|
16.73
|
|
$
|
1,673,000
|
|
$
|
65.75
|
|
_________________
|
(1)
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and
Rule 457(h) under the Securities Act based on the average
of the high and low prices of the Registrant’s Common Stock as
reported on the Nasdaq Global Select Market on December 15,
2008
|
TABLE
OF CONTENTS
|
Item
1.
|
Plan
Information
|
*
|
|
|
|
|
|
Item
2.
|
Registrant
Information and Plan Annual Information
|
*
|
|
|
|
|
|
Item
2A.
|
Reoffer
Prospectus
|
I-2
|
|
|
|
|
|
Item
3.
|
Incorporation
of Documents by Reference
|
II-1
|
|
|
|
|
|
Item
4.
|
Description
of Securities
|
II-1
|
|
|
|
|
|
Item
5.
|
Interests
of Named Experts and Counsel
|
II-1
|
|
|
|
|
|
Item
6.
|
Indemnification
of Directors and Officers
|
II-1
|
|
|
|
|
|
Item
7.
|
Exemption
from Registration Claimed
|
II-2
|
|
|
|
|
|
Item
8.
|
Exhibits
|
II-2
|
|
|
|
|
|
Item
9.
|
Undertakings
|
II-3
|
|
*
|
Separately
given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration Statement
but which shall, together with the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II
hereof, constitute a prospectus under Section 10(a) of the Securities
Act of 1933.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
Items 1 and 2 of this Part I, and the
documents incorporated herein by reference pursuant to Item 3 of Part II of this
Form S-8, constitute the first prospectus (“Plan Prospectus”) relating to
issuances to outside directors of up to 100,000 shares of common stock pursuant
to the Plan. Under the requirements of Form S-8 and Rule 428, we will
deliver or cause to be delivered to Plan participants any required information
as specified by Rule 428(b)(1). The second prospectus (“Reoffer
Prospectus”), may be used in connection with reoffers and resales, made on a
delayed or continuous basis in the future, as provided in Rule 415 under the
Securities Act of 1933, as amended (“Securities Act”), of shares of common stock
of the Company acquired by Plan participants who are our “affiliates” as such
term is defined in Rule 405 under the Securities Act, which shares constitute
“control securities” as such term is defined in General Instruction C to Form
S-8. The Plan Prospectus has been omitted from this Registration
Statement as permitted by Part I of Form S-8. The Reoffer Prospectus
is filed as part of this Registration Statement as required by Form
S-8.
Item
2. Registrant Information and Plan Annual
Information
Copies of
documents incorporated by reference in Item 3 of Part II of this registration
statement, and such other documents required to be delivered to employees
pursuant to Rule 428(b) (Section 230.428(b)) may be obtained upon written or
oral request without charge from the headquarters office of the Company,
Middlesex Water Company, Attn: A. Bruce O’Connor, Vice President
& Chief Financial Officer, 1500 Ronson Road, Iselin, New Jersey 08830-3020,
(732) 638-7502.
Item
2A. Reoffer Prospectus
A
prospectus relating to the reoffer of control securities acquired by
participants under the Plan follows below.
REOFFER
PROSPECTUS
100,000
Shares of Common Stock
MIDDLESEX
WATER COMPANY
_______________
This
prospectus has been prepared for use in connection with the proposed sales by
the stockholders named herein (the “Selling Stockholders") of an aggregate of
100,000 shares of Common Stock of Middlesex Water Company (the “Company")
acquired by the Selling Stockholders under the Company's Outside Director Stock
Compensation Plan.
It
is contemplated that offerings and/or sales by the Selling Stockholders will be
made from time to time pursuant to this Registration Statement.
THESE
SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION
NOR
HAS THE COMMISSION PASSED UPON THE
ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY
REPRESENTATION TO THE CONTRARY IS A
A
CRIMINAL OFFENSE.
The date
of this Prospectus is December 18, 2008
AVAILABLE
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference facility
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission’s regional offices at Citicorp Atrium Center,
500 W. Madison Street, Suite 1400, Chicago, Illinois and 233 Broadway, New York,
NY 10279. Copies of such material can be obtained from the Public
Reference Section of the Commission, 100 F Street, N.E., Washington, D.C. 20549
at prescribed rates. The
Commission maintains a web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's web site is
http://www.sec.gov.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
following documents are hereby incorporated herein by reference:
|
|
(a)
|
The
Registrant’s Current Reports on Form 8-K, filed March 7, 2008, May 2,
2008, May 6, 2008, May 23, 2008, August 6, 2008 (as amended by
the Form 8-K/A filed August 15, 2008), October 30,
2008 and November 6, 2008.
|
|
|
(b)
|
The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2007, filed on March 10, 2008.
|
|
|
(c)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008, filed on May 6, 2008, as amended by the Form 10-Q/A filed August 6,
2008.
|
|
|
(d)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008, filed on August 8,
2008.
|
|
|
(e)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2008, filed on November 6,
2008.
|
|
|
(f)
|
The
material under the caption "Description of Capital Stock" in the Company's
Registration Statement on Form 8-A under Section 12(g) of the Securities
Exchange Act of 1934, which incorporates by reference the information
under "Common Stock" in the prospectus constituting a part of the
Company's Registration Statement on Form S-1 (File No.
2-55058).
|
|
|
(g)
|
All
documents filed by the Registrant after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, hereby are incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
|
Copies of
documents incorporated herein by reference may be obtained upon written or oral
request without charge (other than exhibits thereto) from the headquarters
office of the Company, Middlesex Water Company, 1500 Ronson Road, Iselin, New
Jersey 08830 (732) 634-1500, Attn: A. Bruce O’Connor, Vice President & Chief
Financial Officer (732) 638-7502.
THE
COMPANY
The
terms “Company” “we,” “our,” and “us” refer to Middlesex Water Company and its
subsidiaries, including Tidewater Utilities, Inc. (“Tidewater”) (and Tidewater’s
wholly-owned subsidiaries, Southern Shores Water Company, LLC (“Southern
Shores”) and White Marsh Environmental Systems, Inc. (“White Marsh”)), Tidewater
Environmental Services, Inc. (“TESI”), Pinelands Water Company (“Pinelands
Water”) and Pinelands Wastewater Company (“Pinelands Wastewater” and
collectively with Pinelands Water, “Pinelands”), Utility Service Affiliates,
Inc. (“USA”), and Utility Service Affiliates (Perth Amboy) Inc.,
(“USA-PA”). The term “Middlesex System” refers to our
central
New Jersey water utility.
Middlesex
Water Company has operated as a water utility in New Jersey since 1897, and in
Delaware, through our wholly-owned subsidiary, Tidewater, since 1992. We are in
the business of collecting, treating, distributing and selling water for
domestic, commercial, municipal, industrial and fire protection
purposes. We also operate a New Jersey municipal water and wastewater
system under contract and provide wastewater services in New Jersey and Delaware
through our subsidiaries. We are regulated as to the rates charged to
customers for water and wastewater services, as to the quality of water service
we provide and as to certain other matters. Only our USA, USA-PA
and White Marsh subsidiaries are not regulated
utilities.
Our
Middlesex System provides water service to approximately 59,700 retail
customers, primarily in central New Jersey. The Middlesex System also
provides water service under contract to municipalities in central New Jersey
with a total population of approximately 303,000. Through our
subsidiary, USA-PA, we operate the water supply system and wastewater system for
the City of Perth Amboy, New Jersey. Our other New Jersey
subsidiaries, Pinelands Water and Pinelands Wastewater, provide water and
wastewater services to residents in Southampton Township, New
Jersey. Our USA subsidiary offers residential customers in New Jersey
and Delaware a service line maintenance program called LineCare
TM
.
Our
Delaware subsidiaries, Tidewater and Southern Shores, provide water services to
approximately 32,600 retail customers in New Castle, Kent and Sussex Counties,
Delaware. Our TESI subsidiary provides regulated wastewater service
to approximately 1,500 residential retail customers in Delaware. Our
White Marsh subsidiary serves an additional 6,100 customers under unregulated
operating contracts with various owners of small water and wastewater systems in
Kent and Sussex Counties.
SELLING
STOCKHOLDERS
The table
below sets forth the names and present positions held by the Selling
Stockholders, all of whose addresses are care of the Company at 1500 Ronson
Road, Iselin, New Jersey 08830, (732) 634-1500. The shares that the
Selling Stockholders may offer from time to time are shares acquired or to be
acquired by them upon the receipt of awards that have been or may in the future
be granted to them by the Company pursuant to the Company's Outside Director
Stock Compensation Plan (the "Plan"). The following table lists all
persons holding awards, who, because of their position with the Company or
amount of stock of the Company owned by them, may be deemed to be
"affiliates". The Selling Stockholders may from time to time offer
all or part of the shares acquired by them in any trading
markets. The Company will pay all expenses of preparing and
reproducing this Prospectus, but will not receive any part of the proceeds of
the sale of any such shares. The Selling Stockholders will pay any
and all brokerage commissions charged to sellers in connection with such
sales.
|
Name
|
Present Position with
Company
|
No. of
Shares
|
|
|
|
|
|
|
|
|
|
John
L. Cutting
|
Director
|
0
|
|
Annette
Catino
|
Director
|
0
|
|
John
R. Middleton, M.D.
|
Director
|
0
|
|
John
P. Mulkerin
|
Director
|
0
|
|
Walter
G. Reinhard
|
Director
|
0
|
|
Jeffries
Shein
|
Director
|
0
|
|
J.
Richard Tompkins
|
Director
|
0
|
LEGAL
MATTERS
The
legality of the shares of Common Stock being offered hereby will be passed upon
by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O. Box
1018, Somerville, New Jersey 08876-1018.
EXPERTS
AND MISCELLANEOUS
The
consolidated financial statements of Middlesex Water Company and subsidiaries as
of December 31, 2007 and 2006 and for each of the years then ended and the
effectiveness of internal control over financial reporting as of December 31,
2007 have been incorporated by reference herein and in the Registration
Statement in reliance upon the reports of Beard Miller Company LLP, an
independent registered public accounting firm incorporated by reference herein,
given on the authority of said firm as experts in accounting and
auditing.
The
consolidated statements of income, common stockholders’ equity and comprehensive
income, and cash flows of Middlesex Water Company and subsidiaries for the year
ended December 31, 2005, incorporated in this registration statement by
reference from the Middlesex Water Company’s Annual Report on Form 10-K have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report, which is incorporated herein by
reference, and such consolidated statements of income, common stockholders’
equity and comprehensive income, and cash flows have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The
Common Stock of the Company, including the shares offered hereby, is designated
for quotation on the Nasdaq Global Select Market under the symbol:
MSEX.
USE OF
PROCEEDS
The
Company will not receive any proceeds from the reoffer and resale of securities
by the Selling Stockholders hereunder.
INDEMNIFICATION
The
By-Laws provide that the Company shall indemnify each present and future officer
and director of the Company (and each officer and director of another entity who
was serving at the request of the Company) or the legal representative of any
such director or officer, against reasonable costs, expenses (exclusive of any
amount paid or incurred in connection with any action, suit or proceeding to
which any such director or officer or his legal representative may be a party by
reason of his having been such director or officer; provided that the action,
suit or proceeding is prosecuted against the director or officer or against the
legal representative to a final determination , and it has not been finally
adjudged in this action, suit or proceeding that he had been derelict in the
performance of his duties as a director or officer. They further
provide that the Company may indemnify if any such action, suit or proceeding
shall be settled or otherwise terminated with respect to any director or officer
or his legal representative without a final determination on the merits, and it
shall be determined by the Board of Directors (or at the Board’s option, by a
disinterested party selected by the Board) that the director or officer had not
in any substantial way been derelict in the performance of his duties as charged
in the action, suit or proceeding.
In
addition to any other rights of indemnification as members of the Board of
Directors, the members of the Compensation Committee and any officer or employee
acting on behalf of the Compensation Committee shall be indemnified by the
Company against all costs and expenses reasonably incurred by them in connection
with any action, suit or proceeding to which they are or any of them may be
a party by reason of any action taken or failure to act in connection with the
Plan, and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith.
All
expenses and liabilities incurred by the Board of Directors in the
administration of the Plan shall be borne by the Company. The Board
of Directors may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Board of Directors
shall be liable for any action, determination or interpretation taken or made in
good faith with respect to the Plan or any award granted thereunder,
except those resulting from such member’s own gross negligence or willful
misconduct.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed 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.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
This
Form S-8 is filed with the Securities and Exchange Commission
(“Commission”) pursuant to General Instruction E to Form S-8.
The
100,000 shares being registered pursuant to this Form S-8 constitute shares
of Middlesex Water Company (the “Registrant”) Common Stock which may be granted
under the Plan. The Plan was approved by shareholders at the
Registrant’s 2008 Annual Meeting of Shareholders.
The
following documents filed by the Registrant with the Commission are incorporated
by reference in this Registration Statement:
(a) The
Registrant’s Current Reports on Form 8-K, filed March 7, 2008, May 2, 2008, May
6, 2008, May 23, 2008, August 6, 2008 (as amended by the Form 8-K/A
filed August 15, 2008), October 30, 2008 and November 6, 2008.
(b) The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007,
filed on March 10, 2008.
(c) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008,
filed on May 6, 2008, as amended by the Form 10-Q/A filed August 6,
2008.
(d) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008,
filed August 6, 2008.
(e) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008, filed on November 6, 2008.
(f) The
material under the caption "Description of Capital Stock" in the Company's
Registration Statement on Form 8-A under Section 12(g) of the Securities
Exchange Act of 1934, which incorporates by reference the information under
"Common Stock" in the prospectus constituting a part of the Company's
Registration Statement on Form S-1 (File No. 2-55058).
(g) All
documents filed by the Registrant after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, hereby are
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
|
Item
4.
|
Description
of Securities
|
Not
applicable.
|
Item
5.
|
Interests
of Named Experts and Counsel
|
Not
applicable.
|
Item
6.
|
Indemnification
of Directors and Officers
|
Section
14A:3-5 of the New Jersey Business Corporation Act (the “NJBCA”) gives the
Company power to indemnify each of its directors and officers against expenses
and liabilities in connection with any proceeding involving him by reason of his
being or having been a director or officer if (a) he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Company, and (b) with respect to any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. However, in a proceeding
by or in the right of the Company, there shall be no indemnification in respect
of any liabilities or expenses if the officer or director shall have been
adjudged liable to the Company unless the Court in such proceeding determines he
is entitled to indemnity for such liabilities and/or expenses. No
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to such director or officer
establishes that his acts or omissions (a) were in breach of his duty of loyalty
to the Company and its shareholders, (b) were not in good faith or involved a
knowing violation of law or (c) resulted in receipt by the director or officer
of an improper personal benefit. The NJBCA defines an act or omission in breach
of a person’s duty of loyalty as an act or omission which that person knows or
believes to be contrary to the best interests of the Corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest. If a director or officer is successful in a proceeding, the statute
mandates that the Company indemnify him against expenses.
Article V
of the Company’s By-laws provides:
“Any
present or future director or officer of the Company and any present or future
director or officer of any other corporation serving as such at the request of
the Company because of the Company’s interest in such other corporation, or
the legal representative of any such director or officer, shall be indemnified
by the Company against reasonable costs, expenses (exclusive of any amount paid
to the Company in settlement), and counsel fees paid or incurred in connection
with any action, suit, or proceeding to which any such director or officer
or his legal representative may be made a party by reason of his being or having
been such director or officer; provided, (1) said action, suit, or proceeding
shall be prosecuted against such director or officer or against his legal
representative to final determination, and it shall not be finally adjudged in
said action, suit, or proceeding that he had been derelict in the performance of
his duties as such director or officer; or (2) said action, suit or proceeding
shall be settled or otherwise terminated as against such director or officer or
his legal representative without a final determination on the merits, and it
shall be determined by the Board of Directors (or, at the option of the Board of
Directors, by a disinterested person or persons selected by the Board of
Directors to determine the matter) that said director or officer had not in any
substantial way been derelict in the performance of his duties as charged in
such action, suit, or proceeding. The right of indemnification provided by this
By-law shall be in addition to and not in restriction or limitation of any other
privilege or power which the Company may have with respect to the
indemnification or reimbursement of directors, officers, or
employees.”
The
Company has in effect a $20,000,000.00 policy of insurance indemnifying it
against certain liabilities to directors and officers of the Company, and
indemnifying directors and officers of the Company against certain of the
liabilities which they may incur in acting in their capacities as such, all
within specific limits. The insurance has a term expiring May 31,
2009.
Pursuant
to Section 14A:2-7 of the NJBCA, the Company’s shareholders adopted an amendment
to the Company’s Certificate of Incorporation which provides that a director or
officer shall not be personally liable to the Company or its shareholders for
damages for breach of any duty owed to the Company or its shareholders, except
that such provision shall not relieve a director or officer from liability for
any breach of duty based upon an act or omission (a) in breach of such person’s
duty of loyalty to the Company or its shareholders, (b) not in good faith or
involving a knowing violation of law or (e) resulting in receipt by such person
of an improper personal benefit.
Item
7. Exemption from Registration Claimed
Not
Applicable
Item
8. Exhibits
|
|
4
|
Middlesex
Water Company Outside Director Stock Compensation Plan, is incorporated
herein by reference to Appendix A attached to the Registrant's Proxy
Statement filed with the Commission on April 11,
2008.
|
|
|
*5
|
Opinion
of Norris, McLaughlin & Marcus,
P.A.
|
|
|
*23.1
|
Consent
of Beard Miller Company
LLP
|
|
|
*23.2
|
Consent
of Deloitte & Touche, LLP
|
|
|
23.3
|
Consent
of Norris, McLaughlin & Marcus, P.A. (included in
Exhibit 5)
|
|
|
24
|
Power
of Attorney (included on signature
page)
|
__________________________________________________________________________
*Filed
herewith
Item
9. Undertakings
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% 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) of this section 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 section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
Provided further, however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is for an offering of asset-backed securities on Form S-1 (Rule 239.11
of this chapter) or Form S-3 (Rule 239.13 of this chapter), and the information
required to be included in a post-effective amendment is provided pursuant to
Item 1100(c) of Regulation AB.
|
|
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.
|
|
|
4.
|
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
Section 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 offering thereof.
|
|
5.
|
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 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, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Township of
Woodbridge, State of New Jersey, on this 18th day of December,
2008.
|
|
MIDDLESEX
WATER COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/A.
Bruce O’Connor
|
|
|
Name:
|
A.
Bruce O’Connor
|
|
|
Title:
|
Vice
President & Chief Financial
Officer
|
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints each of Kenneth J. Quinn and A. Bruce O’Connor (with full power in each
to act alone), his true and lawful attorneys-in-fact, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming that all said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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
below.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/J.
Richard Tompkins
|
|
Chairman
of the Board and Director
|
|
December 18,
2008
|
|
J.
Richard Tompkins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/Kenneth
J. Quinn
|
|
Vice
President, General Counsel, Corporate Secretary and
Treasurer
|
|
December 18,
2008
|
|
Kenneth
J. Quinn
|
|
|
|
|
|
|
|
|
|
|
|
/s/A.
Bruce O’Connor
|
|
Vice
President and Chief Financial Officer (Chief Accounting
Officer)
|
|
December 18,
2008
|
|
A.
Bruce O’Connor
|
|
|
|
|
|
|
|
|
|
|
|
/s/Dennis
W. Doll
|
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
|
December 18,
2008
|
|
Dennis
W. Doll
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/John
C. Cutting
|
|
Director
|
|
December 18,
2008
|
|
John
C. Cutting
|
|
|
|
|
|
|
|
|
|
|
|
/s/Annette
Catino
|
|
Director
|
|
December 18,
2008
|
|
Annette
Catino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/John
R. Middleton, M.D.
|
|
Director
|
|
December 18,
2008
|
|
John
R. Middleton, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/John
P. Mulkerin
|
|
Director
|
|
December 18,
2008
|
|
John
P. Mulkerin
|
|
|
|
|
|
|
|
|
|
|
|
/s/Walter
G. Reinhard
|
|
Director
|
|
December 18,
2008
|
|
Walter
G. Reinhard
|
|
|
|
|
|
|
|
|
|
|
|
/s/Jeffries
Shein
|
|
Director
|
|
December 18,
2008
|
|
Jeffries
Shein
|
|
|
|
|
|
|
|
|
|
|
II-6
Exhibit
No. 5
December
18, 2008
1500
Ronson Road
Iselin,
New Jersey 08830
Dear
Sirs:
We refer
you to the Registration Statement on Form S-8 (the "Registration Statement")
filed today with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, by Middlesex Water Company (the "Company") pertaining to
the offer and sale by the Company of up to 100,000 shares of the Company's
Common Stock, no par value (the “Common Shares”).
We have
acted as counsel to the Company in connection with the Registration
Statement. In such capacity, we have examined the Registration
Statement, copies of the Company's Certificate of Incorporation and amendments
thereto, certificates of officers of the Company and of public officials and
such other corporate records and documents as we have deemed necessary in order
to express the opinion set forth below.
In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of documents submitted to us
as certified, conformed or photostatic copies and the authenticity of such
original documents.
Based
upon the foregoing examination, it is our opinion that offer and sale of the
Common Shares has been duly authorized by the Company, and upon the issuance of
certificates evidencing the Common Shares and delivery thereof in exchange for
payment therefor as described in the Registration Statement, then the Common
Shares shall be validly issued, fully paid and nonassessable.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and the reference to our firm in prospectus included in such Registration
Statement under the heading "Legal Matters".
|
|
|
Very
truly yours,
|
|
|
|
NORRIS
McLAUGHLIN & MARCUS, P.A.
|
|
|
|
|
|
/s/NORRIS
McLAUGHLIN & MARCUS
|