forms3.htm
As filed
with the Securities and Exchange Commission on October 8, 2008
Registration
No. 333-______________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES
ACT OF 1933
CONNECTICUT
WATER SERVICE, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Connecticut
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4941
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06-0739839
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(State
or Other Jurisdiction of incorporation)
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(Primary
Standard Industrial Classification Code Number)
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(IRS
Employer Identification
Number)
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93
West Main Street
Clinton,
Connecticut 06413
(860)
669-8636
(Address,
Including Zip Code, and Telephone Number, including
area
code, of Registrant's Principal Executive Offices)
________________________
David
C. Benoit
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With
a copy to:
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Connecticut
Water Service, Inc.
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Edward
B. Whittemore, Esq.
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93
West Main Street
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Murtha
Cullina LLP
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Clinton,
Connecticut 06413
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CityPlace,
29th
Floor
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TELEPHONE:
(860) 669-8630
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185
Asylum Street
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(NAME,
ADDRESS, INCLUDING ZIP CODE, AND
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Hartford,
Connecticut 06103
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TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Telephone: (860) 240-6075
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Approximate
date of commencement of proposed sale to the public: As soon as practicable
following 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, please 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: S
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
registrations statement number of the earlier effective registration statement
for the same offering. £
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. £
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller 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
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Accelerated
Filer x
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Non-Accelerated
Filer o
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Smaller
Reporting Company o
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(Do
not check if smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Amount
to be Registered
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Proposed
maximum offering
price per share
(2)
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Proposed
maximum aggregate offering price
(2)
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Amount
of registration
fee
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Common
Stock, Without Par Value(1)
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250,000
shares
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$25.75
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$6,437,500
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$252.99
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(1)
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The
shares may be sold, from time to time, by the Registrant, pursuant to the
Registrant’s Direct Stock Purchase and Dividend Reinvestment and Common
Stock Purchase Plan (the “Plan”). This Registration Statement
shall also cover any additional shares of Common Stock that become
issuable under the Plan by reason of any stock dividend or stock split or
as the result of other anti-dilution provisions, pursuant to Rule 416
of the Securities Act of 1933 (the “Securities
Act”).
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act. The proposed maximum
offering price per share is based upon the average of the high and low
prices per share of the Common Stock as quoted on the Nasdaq Global Select
Market on October 6, 2008.
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________________________
PURSUANT
TO RULE 429 OF THE COMMISSION UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
FILED AS A PART OF THIS REGISTRATION STATEMENT RELATES TO SHARES OF COMMON STOCK
OF THE COMPANY COVERED BY REGISTRATION STATEMENTS NOS. 2-74938, 2-92822,
2-97468, 33-6187 AND 33-53211 FOR ISSUE UNDER THE COMPANY'S DIVIDEND
REINVESTMENT AND COMMON STOCK PURCHASE PLAN.
________________________
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY
STATEMENT
This
Registration Statement relates to 250,000 shares of common stock, without par
value (“Common Stock”), of Connecticut Water Service, Inc. (the “Company”), to
be issued pursuant to the Company’s Dividend Reinvestment and Common Stock
Purchase Plan, amended and restated as of August 19, 2008 (the
“Plan”). The shares of Common Stock to be issued pursuant to
the Plan under this Registration Statement have previously been registered under
Registration Statement No. 33-53211 in July 1994. Pursuant to Rule
415(a)(5) under the Securities Act of 1933, this Registration Statement is being
filed to replace Registration Statement No. 33-53211, which will expire on
December 1, 2008.
PROSPECTUS
CONNECTICUT
WATER SERVICE, INC.
DIVIDEND
REINVESTMENT AND
COMMON
STOCK PURCHASE PLAN
The
Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”) of Connecticut
Water Service, Inc. (the “Company”) provides
the Company's shareholders, and customers and employees of the Company's
regulated water utility subsidiaries, including The Connecticut Water Company
(“CWC”), and any other regulated water utility acquired by the Company or CWC,
with automatic dividend reinvestment of all or a percentage of dividends on our
Common Stock in additional shares of Common Stock and investment of optional
cash payments of an aggregate from $25 to $1,000 per month in Common Stock of
the Company.
Participants
pay NO brokerage commission or service charge upon the purchase of
shares. The Company will receive all of the net proceeds from the
sale of shares of Common Stock under the Plan.
Shares of
Common Stock may be purchased by the Agent for the Plan in the open market, in
privately negotiated transactions or directly from the Company. The purchase
price for any originally-issued shares purchased from the Company for
participants in the Plan will be the average closing price of the Company's
Common Stock on the Nasdaq Global Select Market on the last five (5) trading
days ending with, and including, the Investment Date (as defined herein). On
September 29, 2008, the last reported sale price of our Common Stock was $26.15
per share. The purchase price of any Common Stock purchased on the
open market or in privately negotiated transactions will be the weighted average
price of all such shares of Common Stock purchased by the Agent with respect to
an Investment Date.
This
Prospectus relates to authorized shares of Common Stock of the Company
registered for purchase by Participants in the Plan. Investing in our Common Stock
involves Risks, please see “Risk Factors” on page 4. It is suggested that
this Prospectus be retained 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 7, 2008
WHERE YOU CAN FIND MORE INFORMATION
This
prospectus is only part of a registration statement we have filed on Form S-3
with the U.S. Securities and Exchange Commission (“SEC”) under the Securities
Act of 1933, as amended, and therefore omits certain information contained in
the registration statement. We have also filed exhibits and schedules with the
registration statement that are excluded from this prospectus, and you should
refer to the applicable exhibit or schedule for a complete description of any
statement referring to any contract or other document.
We are a
public company, and file reports, proxy statements and other information with
the SEC. A copy of our Form S-3 registration statement and the
exhibits and schedules thereto may be inspected without charge at the public
reference room maintained by the SEC located at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Copies of all or any portion of this
registration statement and our other SEC filings may be obtained from this
office upon payment of prescribed fees. The public may obtain information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330 or
(202) 551-8090. The SEC maintains a Web site at www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC.
You may
also obtain a copy of any of our SEC filings, at no cost, by writing or
telephoning us at 1-800-428-3985, ext. 3016, by e-mail at dmeaney@ctwater.com,
or by mail to Daniel J. Meaney, Corporate Secretary, Connecticut Water Service,
Inc., 93 West Main Street, Clinton, Connecticut 06413. Our
internet web address is http://www.ctwater.com. Information
contained on our Web site is not incorporated into this prospectus.
Our SEC
file number is 000-08084. The SEC allows us to “incorporate by
reference” the information we file with it. This means that we can
disclose important information to you by referring you to other documents that
contain the information. The information we incorporate by reference
is considered to be a part of this prospectus and automatically updates and
supersedes previously filed information.
We
incorporate by reference the following filings and all of our subsequent filings
made pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), as
amended, between the date of this prospectus and the termination of the offering
of shares of Common Stock offered by this prospectus:
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·
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our
annual report on Form 10-K for the fiscal year ended December 31, 2007,
filed with the SEC on March 17,
2008;
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·
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our
proxy statement dated March 31, 2008 for the annual meeting of
shareholders held on May 15,
2008;
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·
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our
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008,
filed with the SEC on May 12, 2008;
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·
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our
quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2008,
filed with the SEC on August 8,
2008;
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·
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our
current reports on Form 8-K filed with the SEC on January 30, 2008, April
3, 2008, April 14, 2008, May 19, 2008, July 24, 2008, August
25, 2008 and October 1, 2008; and
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·
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the
description of our common stock, no par value, contained in our
Registration Statement No. 33-36794 on Form S-2 filed under the Securities
Act of 1933, including any amendments or reports filed for purposes of
updating this description.
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Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
You may
obtain any of these incorporated documents from us without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference in such document, by requesting them from us in writing or by
telephone as set forth above.
You
should rely only on the information provided in this prospectus, as well as the
information incorporated by reference. If anyone provides you with different or
inconsistent information, you should not rely on it. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus or any
documents incorporated by reference is accurate as of any date other than the
date of the applicable document.
This
prospectus and the information incorporated by reference in this prospectus
include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are based on our management’s beliefs and
assumptions and on information currently available to our management.
Forward-looking statements include information concerning the Company’s possible
or assumed future results of operations and statements preceded by, followed by
or that include the words “believes,” “expects,” “anticipates,” “intends,”
“plans,” “estimates” or similar expressions.
Forward-looking
statements involve risks, uncertainties and assumptions. Actual results may
differ materially from those expressed in these forward-looking statements.
Factors that could cause actual results to differ materially from these
forward-looking statements include, but are not limited to, those discussed
elsewhere in this prospectus and the documents incorporated by reference in this
prospectus. You should not put undue reliance on any forward-looking statements.
The Company does not have any intention or obligation to update forward-looking
statements after it distributes this prospectus.
Connecticut
Water Service, Inc. (“We” or the “Company”) is the
parent company of The Connecticut Water Company (“CWC”). CWC
provides water for residential, commercial, industrial, municipal, and fire
protection purposes to nearly 300,000 people in 54 towns in Connecticut as well
as providing water-related services under contract to municipalities and
companies. The Company and its subsidiaries collectively represent
the largest domestic investor-owned water system in Connecticut measured by
operating revenues and utility plant investment.
We were
organized in 1956 as Suburban Water Service, Inc. and have engaged in the
business of acquiring and operating water companies through controlling stock
ownership. In 1975, we changed our name to Connecticut Water Service, Inc.,
after acquiring all of the outstanding common stock of CWC. We are a
non-operating company substantially all of whose income is derived from the
earnings on the common stock of CWC. CWC's debt and preferred stock
are held primarily by institutional investors.
Our
future ability to pay dividends on our Common Stock is dependent upon the
continued ability of CWC to pay dividends to us. The profitability of the
operations of the water utility industry generally and of our operating
subsidiaries (and hence the Company) is largely dependent on the timeliness and
adequacy of rate relief allowed by utility regulatory commissions. In addition,
profitability is dependent on numerous factors over which CWC has little or no
control, such as the quantity of rainfall and temperature in a given period of
time, industrial demand, prevailing rates of interest for short and long-term
borrowings, energy rates, and compliance with environmental and water quality
regulations. In addition, inflation and other factors beyond the Company's or
our operating subsidiaries' control impact on the costs of construction,
materials and employee costs. See "Item 1. Business" in our latest Annual Report
on Form 10-K filed pursuant to the 1934 Act.
We list
our Common Stock on the Nasdaq Global Select Market under the symbol “CTWS.” On
September 29, 2008, the last sale price of the Company’s Common Stock, as
reported on the Nasdaq Global Select Market, was $26.15 per share.
Our
mission is to provide high quality water service to our customers at a fair
return to our shareholders while maintaining a work environment that attracts,
retains and motivates our employees to achieve a high level of
performance.
Our
corporate headquarters are located at 93 West Main Street, Clinton, Connecticut
06413. Our telephone number is 860-669-8630, and our Internet address is http://www.ctwater.com. Information
contained on our Web site is not incorporated into this
prospectus.
Investing
in our Common Stock involves risk. See the risk factors described in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the
SEC on March 17, 2008, which is incorporated by reference in this
prospectus. Much of the business information as well as the financial
and operational data contained in our risk factors is updated in our periodic
reports under the 1934 Act, which are also incorporated by reference into this
prospectus. Although we have tried to discuss key factors, please be aware that
other risks may prove to be important in the future. New risks may emerge at any
time and we cannot predict such risks or estimate the extent to which they may
affect our financial performance. Before purchasing our securities, you should
carefully consider the risks discussed in our Annual Report on Form 10-K for the
year ended December 31, 2007, all of our Quarterly Reports on Form 10-Q
filed since that date, and the other information in this prospectus, as well as
the documents incorporated by reference herein. Each of the risks described
could result in a decrease in the value of our securities and your investment in
them.
The
following description of the terms and conditions of the Plan is set forth for
your convenience in a question and answer format.
1. What is the purpose of the
Plan?
The Plan
provides holders of record of the Company's Common Stock, no par value (“Common Stock”) and
customers and employees of the Company's current and future regulated water
subsidiaries (collectively the “Water Companies”) who
reside in Connecticut or Massachusetts with a simple and convenient method of
purchasing shares of Common Stock and either investing cash dividends, or
investing cash dividends and optional cash payments, in additional shares of
Common Stock without payment of any brokerage commission. Participants may also
deposit stock certificates with the Plan's Agent for safekeeping.
2. What are the features of the
Plan?
A
shareholder, customer or employee described in Question 4 below who participates
in the Plan (a “Participant”) will
obtain the following advantages:
(a) Participants
may have all or a percentage (50% or any higher even multiple of 10%) of their
cash dividends on shares of Common Stock registered in their name and all cash
dividends on shares credited to their Plan account automatically reinvested in
Common Stock at 100% of the market price as more fully explained under Question
12.
(b)
Participants may, in addition, invest monthly in additional shares of Common
Stock by making optional cash payments of at least $25 and not exceeding $1,000
per month. The purchase price of the shares purchased with optional cash
payments pursuant to the Plan will be 100% of such market price. Optional cash
payments may be made by check or automatic account withdrawal.
(c)
Residential utility customers of the Water Companies, including all members of
households served by the Water Companies, and full-time employees of the Water
Companies residing in Connecticut or Massachusetts who do not presently own
shares of Common Stock may become Participants by making an initial cash
investment of at least $25 to purchase shares under the Plan.
(d)
A Participant will pay no brokerage commissions or service charges in connection
with purchases under the Plan.
(e)
A Participant's funds will be fully invested because the Plan permits fractions
of shares to be credited to a Participant's account. Dividends on such fractions
will be reinvested in additional shares or fractions thereof and such shares
credited to a Participant's account.
(f)
Since the Agent that administers the Plan holds and acts as custodian of shares
purchased under the Plan, a Participant may also elect to deposit certificates
for shares of Common Stock held in his or her name with the Agent. This relieves
a Participant of the responsibility for the safekeeping of certificates and
protects such Participant against loss, theft, or destruction of such
certificates.
(g)
Regular statements of account will provide Participants with a record of each
transaction to simplify recordkeeping.
(h)
A Participant may choose to establish an Individual Retirement Account ("IRA")
through a custodian (See Question 25.) and to contribute or roll over amounts to
the IRA through a Plan account.
See
Question 10 for a discussion of the disadvantages and risks relating to the
Plan.
3.
Who administers the Plan for
Participants?
Registrar
and Transfer Company (the “Agent”) has been
designated by the Company as the agent to administer the Plan as Agent for
Participants, to purchase and hold shares of Common Stock acquired through the
Plan, to maintain records, to send statements of account to Participants, and to
perform other duties relating to the Plan. The Company and the Agent are not
affiliated. Shares purchased for a Participant will be held by or through the
Agent until termination of participation in the Plan or until a written request
is received from the Participant for withdrawal of all or part of such
Participant's shares. Shares purchased under the Plan and held by the Agent will
be registered in its name or the name of one of its nominees. The Company may
replace the Agent at any time. In the event that the Agent should cease to
administer the Plan, the Company will make such other arrangements as it deems
appropriate for the administration of the Plan.
All
correspondence concerning the Plan should be addressed to the Agent as
follows:
REGISTRAR
AND TRANSFER COMPANY
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TELEPHONE:
1-800-368-5948
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10
COMMERCE DRIVE
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EMAIL:
info@rtco.com
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CRANFORD,
NJ 07106-3572
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INTERNET:
www.rtco.com
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4. Who is eligible to
participate? The following persons are eligible to participate
in the Plan (each, a “Participant”):
(a)
Shareholders. Participation in the Plan
is limited to registered owners of Connecticut Water Service, Inc. common stock.
Owners of Connecticut Water Service, Inc. common stock through a bank, broker,
nominee, or trust, etc., must become a stockholder of record in their own name,
or make appropriate arrangements, if possible, with their bank, broker, nominee
or trust to join the Plan.
(b)
Customers. All residential utility
customers of each of the Company's regulated water company subsidiaries
(including any regulated water subsidiaries acquired by the Company or CWC in
the future) are eligible to participate in the Plan, as well as all members of
households served by the Water Companies. Water consumers in the franchise
territory served by the Water Companies who are not customers, such as renters
and condominium owners, may participate in the Plan, except that groups of
individuals such as tenant associations are not eligible to participate. All
customer Participants must reside in Connecticut. Business customers of the
Water Companies are not eligible to participate. Customers and household members
described in this subsection (b) who are eligible to participate in the Plan are
herein referred to as “Customers”.
(c)
Employees. All full-time employees of
the Water Companies (referred to herein as “Employees”) are
eligible to participate in the Plan.
A
Customer or Employee may enroll under the Plan in his or her own name, in the
joint name of the Customer or Employee and another person, or in his or her name
as custodian or trustee for another person, by marking the Dividend Reinvestment
and Common Stock Purchase Plan Authorization Form (the “Authorization Form”)
in the appropriate manner. In certain cases, Customers and Employees may also
enroll under the Plan in the name of the trustee of an IRA for the benefit of
the Customer or Employee. (See Question 25.)
5.
How does an eligible
shareholder, Customer or Employee participate?
A
shareholder of record or Customer or Employee may join the Plan at any time by
completing and signing an Authorization Form and returning it to the Agent.
Authorization Forms will be provided from time to time to all non-participating
shareholders and Customers and Employees and may also be obtained at any time by
telephone, written request to the Agent or to the Secretary of the Company, or
at the Investor Information section of the Company’s Web site.
A
Customer or Employee need not be a registered holder of Common Stock but, by
executing the Authorization Form, agrees to have at least $25 of Common Stock
purchased on his or her behalf as of the Investment Date (as defined under
Question 6) said Participant is enrolled in the Plan, at a price equal to 100%
of the applicable market price, and must acknowledge that he or she is a
Connecticut or Massachusetts resident. Each Authorization Form for a Customer
who is not a registered shareholder must be accompanied by a check for at least
$25. A shareholder account will be opened by the Agent for Customers and
Employees who become new shareholders as a result of their purchase of Common
Stock under the Plan. The account will be opened in accordance with the
instruction of the Customer or Employee on the Authorization Form.
A
Participant must furnish his or her federal tax identification number to the
Agent when opening a Plan Account. Where the Common Stock is registered in more
than one name (i.e., joint tenants, trustees, etc.), all registered holders must
sign the Authorization Form. All joint accounts will be “Joint Tenants” unless
otherwise instructed by the Customer or Employee. A person returning a signed
Authorization Form, and who wishes partial reinvestment, must check the “Partial
Automatic Dividend Reinvestment” box and indicate the percentage (50% or any
higher even multiple of 10%) of dividends on shares registered in the
Participant's name which the Participant wishes to reinvest; otherwise, all
dividends on shares registered in the Participant's name will be reinvested. A
Participant automatically continues in the Plan unless he or she notifies the
Agent in writing that he or she wishes to withdraw. (See Question 29.) A
Participant who ceases to be a Customer or Employee of the Water Companies may
continue to participate in the Plan as long as at least one whole share of
Common Stock is registered in the Participant's name or held through the Plan.
See Question 32 for information concerning termination by the Company of
participation by a Participant. Current Participants do not need to
complete and return a new Authorization Form unless they wish to change their
method of participation.
6.
When may a shareholder,
Customer, or Employee join the Plan?
If the
Authorization Form is received prior to the record date for determining the
holders of Common Stock entitled to the next dividend, the Participant will be
enrolled as of the next dividend payment date and reinvestment of dividends will
commence with the next dividend. The record dates for dividends are normally on
or around the 1st day of March, June, September, and December and the dividend
payment dates are normally on the 15th day of said months.
The
“Investment Date” with respect to reinvestment of dividends will normally be the
dividend payment date. The “Investment Date” with respect to purchases of
additional shares of Common Stock with funds provided by optional cash payments
will be the “Optional Cash Investment Date” which will normally be the fifteenth
(15th) day of
each month. If such a day falls on a Saturday, Sunday or other day on which the
Nasdaq Stock Market, Inc. is closed, or on which trading is suspended, the
Investment Date (and when applicable the dividend payment date) will normally be
the next trading day.
If the
Authorization Form is received by the Agent after the record date for the next
dividend, the Participant's enrollment will not start until the second
succeeding dividend payment date. For example, in order to invest the quarterly
dividend expected to be payable on March 15th to shareholders of record on March
lst, or to have optional cash payments received with an Authorization Form
invested on or around March 15th, a Participant's Authorization Form must be
received by the Agent no later than March 9th. If the Authorization Form is
received after April 9th, the dividend payable on March l5th will be paid in
cash and the Participant's reinvestment of dividends will commence with the next
dividend payment date (expected to be June 15th).
Optional
cash payments may be made when enrolling by enclosing with the Authorization
Form a check payable to Registrar and Transfer Company. (See Questions 14 and
15.)
Initial
investments, for Customers or Employees who do not already own Common Stock,
must be at least $25, in the form of a personal check and must be included with
the completed Authorization Form returned to the Agent.
7.
What does the Authorization
Form provide?
The
Authorization Form permits a Participant, by checking the “Full Dividend
Reinvestment” box, to direct the Agent to invest in additional shares of Common
Stock all of the cash dividends on the shares registered in his or her own name,
as well as all dividends on shares credited to his or her account under the
Plan, and to invest optional cash payments (from $25 to $1,000 per month), if
any, which the Participant chooses to make. Alternatively, if the “Partial
Dividend Reinvestment” box on the Authorization Form is checked, a percentage of
dividends, indicated by the Participant on the Authorization Form (50%, 60%,
70%, 80% or 90%), on shares registered in the Participant's name will be
invested in additional shares of Common Stock, as well as all dividends on
shares credited to the Participant's account and optional cash payments (of at
least $25 and not exceeding $1,000 per month), if any. A Customer or Employee
must direct the Agent to purchase shares of Common Stock with the minimum
initial investment enclosed with the Authorization Form. Customers or Employees
may also select the full or partial reinvestment option. A shareholder, Customer
or Employee may not participate in the Plan solely with respect to optional cash
payments. At least 50% of dividends on shares registered in the Participant's
name and all dividends on shares credited to a Participant's account must be
reinvested under the Plan.
Once a
Participant elects reinvestment, cash dividends paid on shares of Common Stock
registered in such Participant's name or held in such Participant's account will
be reinvested in additional shares of Common Stock. If a Participant specifies
partial reinvestment, that portion of such dividend payment not being reinvested
will be sent to such Participant by check in the usual manner or, if the
Participant elects the direct dividend deposit option, a deposit will be
transmitted electronically to the Participant's bank account on the same day
dividends are paid. Participants may elect the direct dividend deposit option by
completing and signing a Direct Dividend Deposit Form and returning it to the
Agent with the information requested by the Form. In order for the direct
dividend deposit to be effective as to any dividend payment date, the Form must
be received by the Agent at least thirty (30) days prior to the dividend payment
date. Direct dividend deposits may be terminated at any time by the Participant
by written notice to the Agent. Any such request must be made on or before the
5th day of the applicable month (March, June, September or December) to be
effective as to that dividend payment date.
Participants
may contact the Company at 1-800-428-3985 (ext. 3016) or visit the Investor
Information section of the Company’s Web site to obtain a Direct Dividend
Deposit Form.
A
Participant may elect to deposit certificates with the Agent for safekeeping and
may elect to reinvest dividends on all or a portion of such shares or to receive
dividends in cash. (See Question 20.)
No matter
which of the above options is chosen, all shares purchased under the
Plan and held in the Plan account will be subject to automatic dividend
reinvestment and the dividends on all such shares will automatically be
reinvested in Common Stock at a price equal to 100% of the applicable market
price.
8.
May a Participant change the
method of participation after enrollment?
Yes. If a
Participant after enrollment wishes to change his or her method of
participation, an additional Authorization Form must be executed and returned to
the Agent as specified in Question 5. Participants who wish to change the
percentage of dividends reinvested with respect to shares registered in their
names must also execute and return to the Agent an additional Authorization
Form. If a Participant changes the percentage of his or her dividends that is to
be reinvested with respect to shares registered in his or her name by submitting
a later-dated Authorization Form, the later-dated Authorization Form must be
received prior to the record date for the next dividend in order for the
later-dated Authorization Form to take effect as of the next dividend payment
date. If the later-dated Authorization Form is received after the record date
for the next dividend, the percentage of such dividends reinvested on the next
dividend payment date will be the percentage indicated on the original
Authorization Form.
9.
How may Participants contact
the Agent by telephone?
The Agent
may be reached by calling toll free at 1-800-368-5948. Please be
prepared with the Company's name, your Plan account number, and your Social
Security number. Participants' inquiries to this telephone number will be for
informational purposes only. The Agent does not permit
Participants in the Plan to give telephonic notice of changes under the Plan;
only written instructions will be accepted by the Agent.
10.
Does participation in the Plan
involve any risk?
The
material risks to shareholders, Customers and Employees who participate in the
Plan are the same as with any other investment in shares of Common Stock of the
Company. It should be recognized that a Participant who purchases Common Stock
under the Plan loses any advantage otherwise available from being able to select
the timing of his or her investment.
It
should also be recognized that, like any investment, the Company cannot assure
the Participant of a profit or protect the Participant against a loss on the
shares purchased or sold under the Plan. Please see “Risk Factors”
set forth above at Page 4.
The Plan
does not represent a change in the Company's dividend policy or a guarantee of
future dividends.
11.
How are shares of Common Stock
acquired under the Plan?
The
Company has the option to issue new Common Stock or direct the Agent to purchase
Common Stock on any securities exchange where the shares are traded or in
privately negotiated transactions on terms relating to price, delivery, etc. as
may be agreed to by the Agent. If Common Stock is purchased on the open market,
neither the Participants nor the Company will have the authority or power to
direct the time or price at which shares may be purchased or the selection of
the broker or dealer through or from whom such purchases will be made. The
Company may not change its determination that shares of Common Stock will be
purchased directly from the Company or on the open market more than once in any
three-month period, except that if the Company has determined that shares of
Common Stock are to be purchased on the open market and if the broker or dealer
through or from whom such purchases are to be made determines in its sole
judgement that sufficient additional open-market purchases are not practicable
or could have a material impact on the market price of the Company's Common
Stock, said broker or dealer may request that the Company sell directly to the
Agent that number of newly-issued shares of Common Stock necessary to meet the
Plan's share purchase requirements for the applicable Investment Date. The
Company, in its sole discretion, shall decide whether or not to sell such
newly-issued shares to the Agent. If the Company determines not to issue new
shares of Common Stock under the Plan and applicable law or the closing of the
securities markets requires temporary curtailment or suspension of open-market
purchases of shares of Common Stock, the Agent is not accountable for its
inability to make purchases at such time. If a sufficient number of shares of
Common Stock is not available for purchase for a period of thirty (30) days, the
Agent will promptly mail to Participants a check for the amount of any unapplied
funds in their Plan accounts.
12.
How many shares will be
purchased for a Participant?
The
number of shares to be purchased depends on the amount of the Participant's
dividend or optional cash payments, or both, and the price of the Common Stock.
The Participant's 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 purchase price. Thus, the shares purchased for a Participant
under the Plan will be held separately from the shares of Common Stock which the
Participant purchases (or has previously purchased) outside the Plan and holds
in his or her own name. A Participant may not specify the number of shares to be
purchased or the price at which shares are to be purchased, or otherwise seek to
restrict or control purchases made pursuant to the Plan.
13. What will be the price of shares of
Common Stock purchased under the Plan?
The
purchase price per share of Common Stock which the Agent purchases in the open
market or in privately negotiated transactions will be the weighted average
price of such Common Stock purchased by the Agent for the Plan with respect to
the relevant Investment Date (as defined under Question 6).
The
purchase price per share of any newly-issued shares of Common Stock purchased
directly from the Company through the Plan on any Investment Date will be 100%
of the fair market value of the shares as of the Investment Date, which for this
purpose will be the average closing price of the Company's Common Stock on the
Nasdaq Global Select Market on the last five (5) trading days ending with, and
including, the Investment Date.
In the
event that both open market purchases and original issue purchases from the
Company are made from dividends and/or optional cash payments, such combination
of shares will be allocated to each individual Participant's account on a pro
rata basis or otherwise at the discretion of the Company.
The Agent
will make every effort to invest funds in Common Stock as soon as practicable on
or after each Investment Date. Shares acquired in the open market or from
private sources will be purchased as soon as practicable by the Agent beginning
on the relevant Investment Date and in no event later than thirty (30) days
after the relevant Investment Date, except where and to the extent necessary
under any applicable federal securities laws or other government or stock
exchange regulations, and except that the Agent may institute purchase
transactions for the investment of dividends prior to the actual payment of
dividends in order to minimize, to the extent possible, the delay between the
payment of dividends and the settlement of purchase
transactions.
The
Company reserves the right in its sole discretion to refuse to make any shares
available for purchase under the Plan if such average market price is less than
the Company's equity per Common Stock (book value) as determined by the Company
from time to time. Shares acquired from the Company will be purchased for
Participants' accounts as of the close of business on the relevant Investment
Date. Dividend and voting rights will commence on settlement, which is normally
three (3) business days after purchase, whether from the Company or any other
source.
Optional Cash Payments And Initial Investments
14.
How do optional cash payments
work?
On each
Optional Cash Investment Date as defined under Question 6 (or as soon as
practicable thereafter) the Agent will apply all optional cash payments received
at least five (5) business days prior to said Optional Cash Investment Date to
the purchase of additional shares of Common Stock, provided the Agent has not
received a written request from the Participant at least 48 hours prior to such
Optional Cash Investment Date to return all or any portion of such optional cash
payment. Each optional cash payment must be at least $25 and optional cash
payments may not exceed $1,000 in any month. Provisions applicable to foreign
Participants are set forth under Question 38.
The
Company reserves the right to limit the number of shares of Common Stock to be
purchased through optional cash purchases and initial investments to 50,000
shares per year. All payments accompanying requests to purchase Common Stock
received through the close of business on the date the 50,000 annual share limit
is reached will be honored. All payments received after that time will be
returned. The Company reserves the right, in its sole discretion, to waive the
annual share limit and/or to reduce or increase such annual share limit. There
is no limit to the number of shares of Common Stock to be purchased with
reinvested dividends.
The Agent
will also invest in additional shares of Common Stock, as of each dividend
payment date, all cash dividends on shares credited to a Participant's account
and all (or, if partial reinvestment is specified, a percentage equal to 50% or
any higher even multiple of 10%) of the cash dividends on shares of Common Stock
held by such Participant.
15.
How are optional cash payments
and initial investments made?
More than
one optional cash payment may be made in each month, but the aggregate of such
payments may not be more than $1,000 in any period between Optional Cash
Investment Dates. Any amount in excess of $1,000 will be returned to the
Participant. For purposes of this limitation, all Plan accounts under common
control or management will be aggregated and deemed to be one account. The Agent
will purchase as many whole shares and fractional shares (computed to four
decimal places) of Common Stock as can be purchased with the amount
submitted.
An
optional cash payment may be made by a Participant and an initial investment may
be made by a Customer or Employee when enrolling by enclosing a check payable to
Registrar and Transfer Company with the Authorization Form. Thereafter, check
investments may be made only through the use of cash payment forms which are
attached to those statements of account sent to Participants periodically by the
Agent. See Question 18 for alternative methods of making optional cash payments.
The same amount of money need not be invested each time and there is no
obligation to make any optional cash payments. However, each optional cash
payment must be at least $25.
16.
When will optional cash
payments and initial investments received by the Agent be
invested?
(a)
Optional cash payments by
participants will be invested as of the optional cash investment date which is
normally the fifteenth (15th) day of the month. If the
15th
day of the month falls on a Saturday, Sunday, or other day on which Nasdaq Stock
Market, Inc. is closed, or on which trading is suspended, the Optional Cash
Investment Date will normally be the next trading day. Optional cash payments
will be invested as of the next Optional Cash Investment Date (or as soon as
practicable thereafter) if the payment is received by the Agent at least five (5) business days
prior to said Optional Cash Investment Date. Optional cash
payments received after that date will be held by the Agent until the next
Optional Cash Investment Date; provided, however, that the Agent will return any
such optional cash payments, in whole or in part if the amount remaining with
the Agent is at least $25, to the Participant if written request therefor is
received by the Agent no later than 48 hours prior to the next succeeding
Optional Cash Investment Date. A Participant desiring to make optional cash
purchases on an Optional Cash Investment Date may do so by automatic account
withdrawal or by check made payable to the Agent, for the amount he or she
wishes to invest, in an amount not less than $25 for any single investment or
more than $1,000 during any period between Optional Cash Investment
Dates. No interest
will be credited or paid on payments received or held by the Agent under the
Plan.
(b)
Initial investments received from Customers or Employees prior to the record
date for the next dividend will be invested on the next dividend payment date.
Initial Investments received after such record date will be held by the Agent
and not invested until the dividend payment date following the next record
date.
(c)
Optional cash payments received prior to the record date for the next dividend
payment date from holders of Common Stock who are not then Participants will be
invested as of the Optional Cash Investment Date following the dividend payment
date. Any said optional cash payments received after said record date will
similarly be held by the Agent and not invested until the Investment Date
following the second dividend payment date after such record date.
No
interest will be paid by the Company or the Agent on Optional Cash Payments or
initial investments.
If a
Participant, Customer, or Employee submits funds to purchase stock and then
wishes to have it returned rather than invested, the Agent will not be obligated
to return such funds unless a written request that they be returned is received
at least 48 hours prior to the next applicable Investment Date.
17.
Will shares acquired through
optional cash payments and initial investments be subject to automatic dividend
reinvestment?
Yes. All
dividends paid on shares acquired through optional cash payments and initial
investments, so long as the shares are held in the Participant's Plan account,
will be automatically reinvested in shares of Common Stock. If certificates for
shares acquired through optional cash payments or initial investment by
Customers and Employees are issued to the Participant, the dividends paid on
such shares will continue to be reinvested unless the Participant elects to have
them paid in cash by submitting a new Authorization Form to the
Agent.
18.
How can optional cash payments
be made?
(a)
Check. Optional
cash payments and initial investments may be made by personal check in U.S.
dollars to the Agent. Checks must be drawn against U.S. banks. Optional cash
payments must be mailed to the Agent at the address set forth in Question 3
together with the cash payment form attached to a Participant's statement of
account. Cash
payments forwarded to any other address do not constitute valid delivery.
Additional cash payment forms are available upon request from the
Agent.
In the
event that any check is returned unpaid for any reason, the Agent will (i)
charge the Participant a $25 administrative fee for each check that is returned
unpaid and (ii) 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 Agent may then sell
such shares to satisfy any uncollected amounts. If the net proceeds of the sale
of such shares are insufficient to satisfy the balance of the uncollected
amounts, the Agent will be entitled to sell additional shares from the
Participant's account to satisfy the uncollected balance.
(b)
Automatic Deductions
from a Bank Account. Optional monthly cash purchases of a specified
amount (not less than $25 nor more than $1,000 per month) can be made
automatically by electric funds transfer from a predesignated U.S. bank account.
The predesignated bank must be a member of the Automated Clearing House (ACH)
system in order to participate.
To
initiate automatic monthly deductions, a Participant must complete and sign an
Automatic Deduction Form and return it to the Agent with the requested
information. Forms will be processed and will become effective as promptly as
practicable. To be effective with respect to a particular Optional Cash
Investment Date, completed forms must be received by the Agent at least
twenty-five (25) days prior to that Optional Cash Investment Date. The Agent
will make the necessary arrangements with the Participant's bank to deduct the
authorized amount on or about ten (10) days prior to the Optional Cash
Investment Date.
Once
automatic monthly deductions commence, funds in the amount elected by the
Participant will be drawn from the Participant's designated bank account on or
about the tenth (10th)
business day preceding the Optional Cash Investment Date and will be invested in
Common Stock beginning on that Optional Cash Investment Date. A Participant will
not be required to write any additional checks or mail any additional
forms.
Participants
may change automatic monthly deductions by completing and submitting to the
Agent a new Automatic Deduction Form. Automatic monthly deductions may be
terminated at any time by written notice to the Agent. To be effective with
respect to a particular Optional Cash Investment Date, the Automatic Deduction
Form or termination notice must be received by the Agent no later than ten (10)
days prior to said Optional Cash Investment Date.
Participants
may contact the Company at 1-800-428-3985 (ext. 3016) or visit the Investor
Information section of the Company’s Web site to obtain an Automatic Deduction
Form.
19.
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
general costs of administration of the Plan are to be paid by the Company.
However, if a Participant requests that the Agent sell any of the shares
credited to such Participant's account under the Plan, the Participant will pay
a flat fee of $10 per sale (for selling 10 or 1,000 shares). See Questions 28
and 29 regarding fees assessed for sales of Common Stock; Question 28 regarding
charges for withdrawal from the Plan; and Question 25 regarding fees for
maintaining an IRA account under the Plan.
Any
brokerage commission and services charges paid by the Company on a Participant's
behalf will constitute dividend income. The Agent will include such
amounts, if any, on any annual information return filed with the Internal
Revenue Service, a copy of which will be mailed to the Participant.
20.
How can Participants deposit
stock certificates with the Agent for safekeeping?
Participants
who wish to avail themselves of the safekeeping feature of the Plan should mail
their certificates to Registrar and Transfer Company, 10 Commerce Drive,
Cranford, NJ 07016-3572. Certificates should be sent by registered or
certified mail, return receipt requested, accompanied by a completed
Authorization Form specifying that (i) the shares are furnished for safekeeping,
and (ii) dividends on all or a portion of such shares are to be either
reinvested pursuant to the Plan or paid in cash. The Agent will confirm the
receipt of any certificates which are delivered for safekeeping. Shares
deposited for safekeeping must remain in a Participant's account for sixty (60)
days before they can be sold.
21.
What kind of reports will be
sent to Participants in the Plan?
Each
Participant will be sent a quarterly statement (monthly if any optional cash
payments were invested in such month) of his or her account showing dollars
invested, shares purchased, the purchase price, the number of shares purchased,
deposited for safekeeping, sold, transferred, withdrawn and total shares held
for him or her in the Plan. All year-to-date transactions in the account will be
included. These statements are a Participant's continuing record of the cost of
his or her purchases and should be retained permanently for Federal income tax
purposes. The Agent will also send each Participant a confirmation promptly
after enrollment and the purchase of shares with an accompanying initial
investment or optional cash purchase. In addition, each Participant will receive
the most recent prospectus or supplement relating to the Plan and copies of the
same communications sent to every other holder of the Company's Common Stock,
including the Company's interim reports, annual report, notice of annual meeting
and proxy statement, and Federal income tax information for reporting dividends
paid and dividends reinvested.
22.
When will Dividends be paid
and/or invested?
Dividends
are normally paid and/or invested on the 15th day of March, June, September and
December. If the 15th falls on a Saturday, Sunday or other day on which the
Nasdaq Stock Market, Inc. is closed, or on which trading is suspended, the
dividend payment date will normally be the next trading day.
23.
Will Participants earn
dividends on fractional shares?
Yes.
Dividends will be earned on full shares and any fraction of a share credited to
a Participant's account.
24.
Will dividends be paid on
Common Stock if the Investment Date is subsequent to the record
date?
No.
Normal dividend payment dates are the 15th day of March, June, September and
December. To receive the dividend, a person must be a holder of record for those
shares of Common Stock on the record date for which a dividend is set by the
Board of Directors (normally the record date is on or around the 1st day of
March, June, September and December) so as to allow a sufficient time for the
Company to process dividend payments. Optional Cash Investment Dates are
normally the fifteenth (15th) date
of each month. Thus, shares of Common Stock purchased with optional cash
payments in any month in which dividends are paid will not be entitled to such
dividend payment. Further, although the Investment Date with respect to
reinvestment of dividends will normally be on or around the dividend payment
date, if said Investment Date and dividend payment date were the same, the
Participant would not be entitled to any dividend payment with respect to the
Common Stock purchased on said Investment Date.
25.
Is a Participant permitted to
establish an IRA?
The Plan
allows individual Participants to establish an IRA and to make Plan purchases
through the IRA. Participants must make their own arrangements to establish an
IRA.
All IRA
Participants will operate through an IRA trustee or custodian rather than the
Agent with respect to their IRA accounts. Thus, for purposes of an IRA account,
references in this Prospectus to the Participant mean the IRA trustee or
custodian. All payments and instructions and requests relating to Plan
transactions for the IRA must be forwarded to the IRA trustee or custodian and
not to the Agent. The IRA trustee or custodian will work directly with the Agent
in establishing, giving instructions, making payments, and otherwise effecting
Plan transactions with respect to each IRA account.
An
initial set up fee, an annual administrative fee, and other fees may be charged
by a trustee or custodian for maintaining the IRA.
26. Will certificates be issued for
shares of Common Stock purchased?
Normally,
certificates for shares of Common Stock purchased under the Plan will not be
issued to Participants. The number of shares credited to an account under the
Plan and the number of shares deposited by a Participant with the Agent for
safekeeping will be shown on the Participant's statement of account. This
service protects against loss, theft, or destruction of share
certificates.
Upon
written request of a Participant to the Agent, certificates representing any
number of whole shares credited to his or her account under the Plan will be
issued to him or her, even though such Participant wishes to remain in the Plan.
Withdrawal of shares in certificate form in no way affects dividend investment.
A new certificate will be mailed to a Participant promptly after receipt of the
request by the Agent. In such event, any remaining full shares for which
certificates are not requested and any fractional shares will continue to be
credited to the Participant's account under the Plan.
If a
Participant's request is received less than five (5) business days prior to a
cash dividend record date, that cash dividend will be reinvested for the
Participant's account and the certificate withdrawal will be processed
thereafter.
Certificates
for fractional shares will not be issued under any circumstances.
27.
In whose name will
certificates be registered when issued?
Accounts
under the Plan are maintained in the names in which certificates for shares of
Common Stock of Participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued.
28.
May a Participant sell shares
in his or her Plan account?
Participants
may request the Agent to sell any number of whole shares held in their Plan
accounts by giving written instructions to the Agent. Such instructions may be faxed to the
Agent's attention at facsimile no. (908) 497-2320. The Agent
will make the sale as promptly as practicable, and in no event later than 10
business days following receipt of the request. The Participant will receive the
proceeds, less an administrative fee of $10.00 per transaction payable to the
Agent when selling shares. Net proceeds of shares sold through the Plan will be
paid to the Participant by check. No check will be mailed prior to settlement,
which typically occurs three (3) business days after the sale of
shares.
No
Participant shall have the authority or power to direct the date or price at
which Common Stock may be sold. Requests must indicate the number of shares to
be sold and not the dollar amount to be attained. Any request that does not
clearly indicate the number of shares to be sold will be returned to the
Participant with no action taken. A request to sell all shares held in a
Participant's account will be treated as a withdrawal from the Plan.
(See
"Withdrawal"
below.
29.
How does a Participant
withdraw from the Plan?
In order
to withdraw from the Plan, a Participant must notify the Agent in writing that
he or she wishes to withdraw. Participants' requests to withdraw
from the Plan will not be processed between a dividend record date and a
dividend payable date. Participants will be charged an
administrative fee of $5.00 per transaction when withdrawing shares from the
Plan. If the fee is not paid by the Participant concurrently with the request
for withdrawal, the Agent may sell shares to satisfy such charges. When a
Participant withdraws from the Plan, or upon termination of the Plan by the
Company, certificates for whole shares credited to the Participant's account
under the Plan will be issued and cash will be remitted for any fractional
share. If, upon withdrawal from the Plan, the Participant desires to sell all
shares credited to his or her account under the Plan, such desire must be
specified in his or her request to the Agent for withdrawal. If the Participant
requests such sale or a sale is necessary to pay the withdrawal charge, the sale
will be made by the Agent at the market price at the time of sale, within ten
(10) trading days after receipt of the request. The Participant will receive the
proceeds of the sale less the $5.00 administrative fee. (See Question
28.)
30. When may a Participant withdraw from
the Plan?
A
Participant may cancel and will be deemed to have canceled his or her
reinvestment of dividends as of an Investment Date if written notice of
withdrawal from the Plan is received by the Agent at least fifteen (15) days
prior to such Investment Date. Dividends payable on or around any such
Investment Date with respect to reinvestment of dividends and all subsequent
dividends will be paid in cash to the shareholder unless he or she re-enrolls in
the Plan pursuant to the procedures outlined in Questions 5 and 6. If notice of
said withdrawal is received by the Agent less than fifteen (15) days prior to an
Investment Date with respect to reinvestment of dividends, any dividends paid on
said Investment Date will be invested for the Participant's account. A
Participant who withdraws from the Plan may not join again for 12 months unless
the Company consents.
If notice
of said withdrawal is received by the Agent less than fifteen (15) days prior to
an Optional Cash Investment Date but at least forty-eight (48) hours prior to
said Optional Cash Investment Date, any optional cash payments received prior to
receipt of such request will be returned to the Participant. If such notice of
withdrawal is received by the Agent less than fifteen (15) days prior to an
Optional Cash Investment Date and less than forty-eight (48) hours
prior to said next Optional Cash Investment Date, any optional cash payments
received prior to receipt of such request will be invested for the Participant's
account on said Optional Cash Investment Date. The next dividend and all
subsequent dividends will be paid to such shareholder in cash unless he or she
re-enrolls in the Plan pursuant to the procedures outlined in Questions 5 and
6.
31.
May a Participant discontinue
dividend reinvestment on shares held outside the Plan account without
withdrawing from the Plan?
Yes, a
Participant who wishes to discontinue the automatic reinvestment of the
dividends on the shares held outside the Plan account may do so, without
withdrawing from the Plan, by filing a new Authorization Form to change his or
her method of participation. (See Question 9.) However, the dividends
on the shares held in the Plan account will continue to be
reinvested.
32.
May the Company terminate
participation by a Plan Participant?
If a
Participant does not own at least one whole share registered in the
Participant's name or held through the Plan, the Participant's participation in
the Plan may be terminated. The Company may also terminate any Participant's
participation in the Plan after written notice in advance mailed to such
Participant at the address appearing on the Agent's records. Participants whose
participation in the Plan has been terminated will receive certificates for
whole shares held in their accounts and a check for the cash value of any
fractional shares held in their Plan accounts. The value of fractional shares
will be based upon the market price of the Common Stock at the time payment is
made.
33.
What happens when a
Participant sells or transfers some or all of the shares registered in his or
her name?
If a
Participant disposes of some or all shares of the Company's Common Stock
registered in his or her name, that transfer will not affect participation in
the Plan. The Agent will continue to reinvest the dividends on the shares
credited to the Participant's account under the Plan until notified by such
Participant that he or she wishes to withdraw from the Plan. However, if less
than one whole share is held in the Plan account, the Participant will receive a
cash payment for the fractional share, and the Plan account will be
closed.
34. If the Company undertakes a rights
offering, how will a Participant's entitlement be computed?
A
Participant's entitlement in a rights offering will be based upon his or her
total holdings--just as his or her dividend is computed each quarter. Rights on
shares of stock registered in the name of a Participant, as well as on whole
shares credited to the Participant's account under the Plan, will be mailed
directly to the Participant in the same manner as to holders of stock not
participating in the Plan. Any rights based on a fraction of a share held in a
Participant's account will be sold by the Agent, if transferable, and the net
proceeds will be invested in the same manner as an optional cash payment as of
the next Optional Cash Investment Date.
35.
What happens if the Company
issues a stock dividend or declares a stock split?
Any stock
dividends or split shares distributed by the Company on shares credited to the
account of a Participant under the Plan will be added to the Participant's
account. Stock dividends or split shares distributed on shares held in the Plan
but registered in the name of the Participant will also be added to the
Participant's account; separate certificates for such shares will not be mailed
directly to the Participant.
36.
How will a Participant's
shares be voted in meetings of shareholders?
Proxy
materials will be sent to Participants in connection with any annual or special
meeting of shareholders. Any shares held in a Participant's account will be
voted by the Agent in accordance with the Participant's direction. In the event
that the Participant does not direct the Agent, the Agent will vote or not vote
shares held in a Participant's account as it deems proper. The total number of
shares held in a Participant's account may also be voted in person at the
meeting.
37. What are the federal income tax
consequences of participation in the Plan?
Reinvestment
of dividends does not relieve a Participant of the liability for any federal
income tax which may be payable on such dividends. A Participant reinvesting
dividends will be treated for federal income tax purposes as having received, on
the Investment Date with respect to reinvestment of dividends, a dividend equal
to the then full fair market value of the shares purchased with such reinvested
dividends plus any tax withheld prior to investment, even though such amount is
not actually received in cash. The fair market value will be the average of the
high and low prices of such Common Stock on said Investment Date as reported by
NASDAQ, and not the five-day average used to calculate the purchase price under
the Plan. With respect to reinvested cash dividends and optional cash payments
used to purchase Common Stock in the open market, the Participant's pro rata
share of brokerage commissions paid by the Company for such purchases will also
be treated as dividend income for federal income tax purposes.
The cost
basis for federal income tax purposes of any shares acquired with reinvested
dividends will be equal to the fair market value of such shares as of the
applicable Investment Date, and the basis of shares which are purchased with an
initial investment or optional cash payments will be equal to the purchase price
of such shares, plus, in each case, in the case of shares acquired in the open
market, the pro rata share of brokerage commissions that are treated as
dividends as described above.
A
Participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan.
However, a Participant who, upon withdrawal, receives the proceeds from the sale
of a fractional share credited to his or her account may realize a gain or loss
with respect to such fraction. Gain or loss may also be realized by the
Participant when whole shares are sold, either pursuant to the Participant's
request (See Question 28.) or upon withdrawal from the Plan (See Question 29.)
and the subsequent sale of the shares withdrawn. The amount of such gain or loss
will be the difference between the amount realized by the Participant and such
Participant's tax basis for the shares sold. The amount realized by a
Participant will be the gross proceeds less brokerage fees and commissions and
any transfer taxes paid by the Participant. Subject to limitations contained in
the Internal Revenue Code, the administrative fees and charges incurred by
Participants upon the sale of shares may be deductible by Participants who
itemize deductions.
If such a
sale is made within one year of acquisition, any gain (or loss) may be taxed as
short-term capital gain (or loss). If the sale is made after one year, the gain
(or loss) may be taxed as a long-term capital gain (or loss). The holding period
for shares acquired pursuant to the Plan will begin on the day following the
purchase of such shares.
Federal
law requires the Company to notify the Internal Revenue Service of all sales of
stock made under the Plan during the year. If a Participant sells any shares
purchased under the Plan, he or she will be sent a Form 1099-B for each sale
pursuant to federal income tax regulations. In the case of Participants
(including foreign shareholders) who elect to have their dividends reinvested
and whose dividends are subject to United States income tax or backup
withholding, the amount required to be withheld will be deducted from the
dividends payable to such Participants, and the remaining amount will be applied
to the purchase of shares of Common Stock under the Plan. The filing of any
documentation required to obtain an exemption from, or a reduction in, United
States withholding tax is the responsibility of the Participant.
The
Company believes the foregoing is an accurate summary of the federal tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary may not reflect every possible situation that could result from
participation in the Plan. THEREFORE, EACH PARTICIPANT IS URGED
TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR FEDERAL, STATE
AND LOCAL TAX CONSEQUENCES RESULTING FROM PARTICIPATION IN THE PLAN AND THE
SUBSEQUENT DISPOSAL OF SHARES PURCHASED PURSUANT TO THE PLAN. If you do
not reside in the United States, your income tax consequences will vary from
jurisdiction to jurisdiction. In addition, the foregoing rules may not be
applicable to certain Participants in the Plan, such as tax-exempt entities
(e.g., pension funds and IRAs).
38.
What provision is made for
foreign shareholders whose dividends are subject to income tax
withholding?
In the
case of those foreign holders of shares of the Company's Common Stock whose
dividends are subject to United States income tax withholding, the Agent will
invest in such Common Stock an amount equal to the dividends to be reinvested
less the amount of tax required to be withheld. The statements confirming
purchases made for such foreign Participants will indicate the gross amount of
dividends received and the net amount invested.
Optional
cash payments received from foreign Participants must be made in U.S. dollars
and will be invested in the same manner as payments from the other
Participants.
39.
What is the responsibility of
the Company and the Agent under the Plan?
The
Company and the Agent in administering the Plan will not be liable for any act
done in good faith or for any good faith omission to act including, without
limitation, any claim or liability arising out of failure to terminate a
Participant's account upon such Participant's death, or with respect to the
prices at which shares are purchased or sold for the Participant's account
and/or the times when such purchases or sales are made, or with respect to any
fluctuation in the market value before or after purchase or sale of shares, or
with respect to the tax treatment of dividends reinvested under the Plan. The
Plan's limitations on liability would not preclude a Participant, acting as a
shareholder of the Company rather than as a Participant, from taking appropriate
action based upon alleged violations of federal securities laws. The Agent
reserves the right to resign at any time upon sixty (60) days' notice to the
Company in writing.
The
Participant should recognize that the Company cannot assure him or her of a
profit or protect him or her against a loss on the shares purchased or sold
under the Plan.
40.
May the Plan be changed or
discontinued?
Notwithstanding
any other provision of the Plan, the Board of Directors of the Company may
modify, amend, supersede, suspend, or terminate the Plan at any time, including
the period between a dividend record date and a dividend payment date or the
period within fifteen (15) days of an Investment Date. The Board of Directors
may increase the number of shares which may be issued by the Company under the
Plan, but may not increase the number of authorized shares of the Common Stock
without shareholder approval. Notice of any material amendment or modification,
or any superseding, suspension or termination of the Plan, will be mailed to all
Participants. No such event will affect any shares then credited to a
Participant's account. Upon any whole or partial termination of the Plan,
certificates for whole shares credited to a Participant’s account under the Plan
will be issued to the Participant and a cash payment will be made for any
fraction of a share.
41.
Who interprets and regulates
the Plan?
The
Company reserves the sole right, in its sole discretion, to interpret and
regulate the Plan. If it appears to the Company that any Participant is using or
contemplating the use of the Plan in a manner or with an effect that, in the
sole judgment and discretion of the Company, is not in the best interests of the
Company or its other shareholders, then the Company may decline to issue all or
any portion of the shares of Common Stock for which any payment by or on behalf
of such Participant is tendered. Such payment (or the portion thereof not to be
invested in shares of Common Stock) will be returned by the Company as promptly
as practicable, without interest. Under such circumstances the Company may also
act to terminate participation by such Plan Participant.
42.
May shares held in a
Participant's Plan account be pledged or assigned?
Shares
credited to a Participant's Plan account may not be pledged or assigned, and any
such purported pledge or assignment will be void. If a Participant wishes to
pledge or assign such shares, a certificate for such shares must first be issued
in his or her name.
43.
How may shareholders,
Customers, and Employees obtain answers to other questions regarding the
plan?
Any
additional questions should be addressed to:
Registrar
and Transfer Company
|
Daniel
J. Meaney, Corporate Secretary
|
10
Commerce Drive
|
Connecticut
Water Service, Inc.
|
Cranford,
NJ 07106-3572
|
93
West Main Street
|
Telephone:
1-800-368-5948
|
Clinton,
Connecticut 06413
|
Internet:
www.rtco.com
|
Telephone:
1-800-428-3985 (ext. 3016)
|
The
Company does not know either the number of shares that will ultimately be
purchased under the Plan or the prices at which shares will be sold. The
proceeds from the sale, if any, of newly-issued shares of Common Stock directly
from the Company will be added to the general funds of the Company and will be
used for the construction program of CWC and for general corporate
purposes.
Except to
the extent the Plan’s Agent purchases common stock in open market transactions,
the Common Stock acquired under the Plan will be sold directly by us through the
Plan. We may sell Common Stock to owners of shares (including brokers or
dealers) who, in connection with any resales of such shares, may be deemed to be
underwriters. Such shares may be resold in market transactions (including
coverage of short positions) on any national securities exchange on which shares
of Common Stock trade or in privately negotiated transactions. Our common stock
is currently listed on the Nasdaq Global Select Market under the ticker symbol
“CTWS”.
We will
pay any and all brokerage commissions and related expenses incurred in
connection with purchases of Common Stock under the Plan. Upon withdrawal by a
Participant from the Plan by the sale of Common Stock held under the Plan, the
Participant will receive the proceeds of such sale less a nominal fee per
transaction paid to the Plan’s Agent (if such resale is made by the Plan’s Agent
at the request of a Participant), any related brokerage commissions and any
applicable transfer taxes. For a full description of fees,
please see Questions 19, 25, 28 and 29 above.
Common
Stock may not be available under the Plan in all jurisdictions. This prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any
common stock or other securities in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction.
The
legality of issuance of the Common Stock offered under the Plan hereby was
passed upon for the Company by Murtha Cullina LLP, CityPlace I, Hartford, CT
06103.
The
financial statements and the effectiveness of internal control over financial
reporting incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2007 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
Prospective
investors may rely only on the information contained in this prospectus.
Connecticut Water Service, Inc. has not authorized anyone to provide any
other information. This prospectus is not an offer to sell to –
nor is it seeking an offer to buy these securities from – any person in
any jurisdiction where the offer and sale is not permitted. The
information here is accurate only as of the date of this prospectus,
regardless of the time of the delivery of this prospectus or any sale of
these securities.
|
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Connecticut
Water Service, Inc.
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DIVIDEND
REINVESTMENT AND
COMMON
STOCK PURCHASE PLAN
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1
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1
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COMMON
STOCK
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2
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(NO
PAR VALUE)
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3
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4
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4
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__________________
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4
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4
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PROSPECTUS
|
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5
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__________________
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6
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7
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10
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12
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|
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15
|
October
7, 2008
|
|
16
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|
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16
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|
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17
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|
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17
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|
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18
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|
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20
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23
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24
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24
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24
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
|
Other
Expenses of Issuance and
Distribution.
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The
expenses to be paid by the Registrant in connection with the distribution of the
securities being registered are as set forth in the following
table:
Registration
Fee Under the Securities Act of 1933
|
|
$ |
254.00 |
|
*Legal
Fees and Expenses
|
|
$ |
7,500 |
|
*Accounting
Fees and Expenses
|
|
$ |
2,000 |
|
*Printing
and Engraving and Miscellaneous
|
|
$ |
1,500 |
|
*Plan
Administrators Fees and Expenses
|
|
$ |
2,500 |
|
*Total
|
|
$ |
11,654.00 |
|
____
*
Estimated.
Item
15.
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Indemnification
of Directors and Officers
|
Section
33-771(a) of the Connecticut Business Corporation Act (“CBCA”) provides that the
Registrant shall, subject to the determination and authorization requirements of
Section 33-775, indemnify an individual who is a party to a proceeding because
he or she is a director of the Registrant against liability incurred in the
proceeding if such individual acted in good faith and reasonably believed, in
the case of conduct in his or her official capacity, that his or her conduct was
in the best interests of the Registrant, and, in all other cases, that his or
her conduct was at least not opposed to the best interests of the
Registrant. For indemnification in the case of any criminal
proceeding, a director must have had no reasonable cause to believe his or her
conduct was unlawful. Section 33-776 of the CBCA provides that the
Registrant shall, subject to the determination and authorization
requirements of Section 33-775, indemnify an individual who is a party to a
proceeding because he or she is an officer of the Company to the same extent as
if the individual was a director of the Registrant under Section
33-771.
The
termination of a proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendere or its equivalent is not, of itself, determinative
that a director did not meet the relevant standard of conduct described in
Section 33-771 of the CBCA. Section 771(d) of the CBCA provides that,
unless ordered by a court, the Registrant shall not indemnify a director under
Section 33-771 of the CBCA in connection with a proceeding by or in the right of
the Registrant, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the director has met the relevant standard
of conduct under Section 33-771 of the CBCA, or in connection with any
proceeding with respect to conduct for which the director was found liable on
the basis that he or she received a financial benefit to which he or she was not
entitled, whether or not involving action in his or her official
capacity.
Section
33-772 of the CBCA requires the Registrant to indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which such director was a party because he or she was a director of the
Registrant against reasonable expenses incurred by him in connection with the
proceeding.
Section
33-773 of the CBCA provides that the Registrant may advance funds to pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding because he or she is a director. The director is required
to deliver a written affirmation of his good faith belief that he has met the
relevant standard of conduct described in Section 33-771 of the CBCA and an
undertaking to repay any funds advanced if such director is not entitled to
mandatory indemnification and it is ultimately determined that he or she has not
met the relevant standard of conduct.
Section
33-775 of the CBCA provides that the Registrant shall not indemnify a director
under Section 33-771 unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is permissible
because he or she has met the relevant standard of conduct set forth in Section
33-711. For directors, the determination and authorization required
by Section 33-775 may be made by, if there are two or more disinterested
directors, a majority vote of all the disinterested directors or by a majority
vote of the members of a committee of two or more disinterested directors, by
special legal counsel, or by the shareholders. For officers, the
determination and authorization required by Section 33-775 may be also be made
by the general counsel of the Registrant or such other or additional officer or
officers as the board of directors may specify.
Articles
Sixth and Seventh of the Amended and Restated Certificate of Incorporation, as
amended, of the Registrant provide for indemnification of directors, officers
and other persons as follows:
SIXTH:
The personal liability of any person who is or was a director of the Company to
the Company or its stockholders for monetary damages for breach of duty as a
director is hereby limited to the amount of the compensation received by the
director for serving the Company during the year or years in which the violation
occurred so long as such breach did not (i) involve a knowing and culpable
violation of law by the director, (ii) enable the director or an associate, as
defined in Section 33-840 of the Connecticut General Statutes, to receive an
improper personal economic gain, (iii) show a lack of good faith and a conscious
disregard for the duty of the director to the Company under circumstances in
which the director was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Company, (iv) constitute a sustained
and unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Company, or (v) create liability under Section 33-757 of
the Connecticut General Statutes. Any lawful repeal or modification of this
provision of the Amended and Restated Certificate of Incorporation of the
Company by the stockholders and the Board of Directors of the Company shall not
adversely affect any right or protection of a person who is or was a director of
the Company existing at or prior to the time of such repeal or
modification.
SEVENTH:
A. The Company shall, to the fullest extent
permitted by law, indemnify its directors from and against any and all of the
liabilities, expenses and other matters referred to in or covered by the
Connecticut Business Corporation Act. In furtherance and not in limitation
thereof, the Company shall indemnify each director for liability, as defined in
subsection (5) of Section 33-770 of the Connecticut General Statutes, to any
person for any action taken, or any failure to take any action, as a director,
except liability that (i) involved a knowing and culpable violation of law by
the director, (ii) enabled the director or an associate, as defined in Section
33-840 of the Connecticut General Statutes, to receive an improper personal
economic gain, (iii) showed a lack of good faith and a conscious disregard for
the duty of the director to the Company under circumstances in which the
director was aware that his or her conduct or omission created an unjustifiable
risk of serious injury to the Company, (iv) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of the
director's duty to the Company, or (v) created liability under Section 33-757 of
the Connecticut General Statutes; provided that nothing in this sentence shall
affect the indemnification of or advance of expenses to a director for any
liability stemming from acts or omissions occurring prior to the effective date
of this Article SEVENTH.
The
Company shall indemnify each officer of the Company who is not a director, or
who is a director but is made a party to a proceeding in his or her capacity
solely as an officer, to the same extent as the Company is permitted to provide
the same to a director, and may indemnify such persons to the extent permitted
by Section 33-776 of the Connecticut General Statutes.
The
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
B.
Expenses incurred by a director or officer of the Company in defending a civil
or criminal action, suit or proceeding shall be paid for or reimbursed by the
Company to the fullest extent permitted by law in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall be
ultimately determined that such director or officer is not entitled to be
indemnified by the Company.
C.
The Company may indemnify and pay for or reimburse the expenses of employees and
agents not otherwise entitled to indemnification pursuant to this Article
SEVENTH on such terms and conditions as may be established by the Board of
Directors.
D.
No amendment to or repeal of this Article SEVENTH shall apply to or have any
effect on the indemnification of any director, officer, employee or agent of the
Company for or with respect to any acts or omissions of such director, officer,
employee or agent occurring prior to such amendment or repeal, nor shall any
such amendment or repeal apply to or have any effect on the obligations of the
Company to pay for or reimburse in advance expenses incurred by a director,
officer, employee or agent of the Company in defending any action, suit or
proceeding arising out of or with respect to any acts or omissions occurring
prior to such amendment or repeal.
Section
33-777 of the CBCA authorizes the Registrant to purchase and maintain insurance
on behalf of the Registrant’s directors and officers. The directors and officers
of the Registrant are covered by liability insurance. The Registrant
has also purchased an insurance policy covering the possible liability of its
officers and employees, as well as directors and former directors, for any
losses or liability they might incur in their positions as administrators of The
Connecticut Water Company Employees' Retirement Plan and Trust.
4
|
|
Dividend
Reinvestment and Common Stock Purchase Plan, amended and restated as of
August 19, 2008.
|
|
|
|
5
|
|
Opinion
of Murtha Cullina LLP
|
|
|
|
23
|
|
Consent
of PricewaterhouseCoopers LLP
|
|
|
|
24
|
|
Power
of Attorney (set forth on signature page hereof)
|
|
|
|
99.1
|
|
Sample
Authorization Form
|
|
|
|
99.2
|
|
Sample
Automatic Deduction
Form
|
The
undersigned Registrant hereby undertakes:
(A)
(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 a 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), (A)(1)(ii) and (A)(1)(iii) of this section do not
apply if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in 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, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of 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.
(4)
That, for the purpose of determining liability under the Securities Act of 1933
to any purchaser: If the Registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(5)
That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(B)
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.
(C)
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 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 on Form
S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the Town of Clinton and State of Connecticut on the 7th day of
October, 2008.
|
CONNECTICUT WATER SERVICE,
INC.
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By:
|
/s/ Eric C. Thornburg
|
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Name:
|
Eric
C. Thornburg
|
|
|
Title:
|
President,
Chairman of the Board
|
|
|
|
and
Chief Executive Officer
|
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each individual whose signature appears below is a
director of Connecticut Water Service, Inc., a Connecticut corporation (the
“Company”) and does hereby constitute and appoint Eric C. Thornburg, David C.
Benoit and Daniel J. Meaney and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign the registration statement on Form S-3 of the Company
pertaining to the Company’s Dividend Reinvestment and Common Stock Purchase
Plan, and any and all amendments (including post-effective amendments) to such
registration statement and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof. This power
of attorney may be executed in counterparts.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons on behalf of Connecticut Water Service,
Inc. in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
|
|
|
|
|
/s/ Eric C. Thornburg
|
Director,
President,
|
October
7, 2008
|
Eric
C. Thornburg
|
Chairman
of the Board
|
|
(Principal
Executive Officer)
|
and
Chief Executive
|
|
|
Officer
|
|
|
|
|
|
|
|
/s/ David C. Benoit
|
Vice
President - Finance,
|
October
7, 2008
|
David
C. Benoit
|
Chief
Financial Officer
|
|
(Principal
Financial and
|
and
Treasurer
|
|
Accounting
Officer)
|
|
|
|
|
|
|
|
|
/s/ Mary Ann Hanley
|
Director
|
October
7, 2008
|
Mary
Ann Hanley
|
|
|
|
|
|
|
|
|
/s/ Heather Hunt
|
Director
|
October
7, 2008
|
Heather
Hunt
|
|
|
|
|
|
|
|
|
/s/ Mark G. Kachur
|
Director
|
October
7, 2008
|
Mark
G. Kachur
|
|
|
|
|
|
|
|
|
/s/ David A. Lentini
|
Director
|
October
7, 2008
|
David
A. Lentini
|
|
|
|
|
|
|
|
|
/s/ Arthur C. Reeds
|
Director
|
October
7, 2008
|
Arthur
C. Reeds
|
|
|
|
|
|
|
|
|
/s/ Lisa J. Thibdaue
|
Director
|
October
7, 2008
|
Lisa
J. Thibdaue
|
|
|
|
|
|
|
|
|
/s/ Carol P. Wallace
|
Director
|
October
7, 2008
|
Carol
P. Wallace
|
|
|
|
|
|
|
|
|
/s/ Donald B. Wilbur
|
Director
|
October
7, 2008
|
Donald
B. Wilbur
|
|
|
EXHIBIT
INDEX
Exhibit
No.
|
|
|
|
|
|
|
|
Dividend
Reinvestment and Common Stock Purchase Plan, amended and restated as of
August 19, 2008.
|
|
|
|
|
|
Opinion
of Murtha Cullina LLP
|
|
|
|
|
|
Consent
of PricewaterhouseCoopers LLP
|
|
|
|
24
|
|
Power
of Attorney (set forth on signature page hereof)
|
|
|
|
|
|
Sample
Authorization Form
|
|
|
|
|
|
Sample
Automatic Deduction
Form
|