Registration
No. 333-
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NEW
JERSEY
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22-1114430
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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1500
Ronson Road
Iselin,
New Jersey 08830-3020
(732)
634-1500
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(Address
of Principal Executive Offices)
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Accelerated
filer x
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(Do
not check if a small reporting company)
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Title of
Securities
To
Be
Registered
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Amount
To
Be
Registered (1)
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee
(2)
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Common
Stock no par value
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100,000
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$
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16.73
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$
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1,673,000
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$
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65.75
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(1)
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In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and
Rule 457(h) under the Securities Act based on the average
of the high and low prices of the Registrant’s Common Stock as
reported on the Nasdaq Global Select Market on December 15,
2008
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Item
1.
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Plan
Information
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*
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Item
2.
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Registrant
Information and Plan Annual Information
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*
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Item
2A.
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Reoffer Prospectus | I-2 |
Item
3.
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Incorporation
of Documents by Reference
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II-1
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Item
4.
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Description
of Securities
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II-1
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Item
5.
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Interests
of Named Experts and Counsel
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II-1
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Item
6.
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Indemnification
of Directors and Officers
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II-1
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Item
7.
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Exemption
from Registration Claimed
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II-2
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Item
8.
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Exhibits
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II-2
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Item
9.
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Undertakings
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II-3
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*
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Separately
given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration Statement
but which shall, together with the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II
hereof, constitute a prospectus under Section 10(a) of the Securities
Act of 1933.
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(a)
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The
Registrant’s Current Reports on Form 8-K, filed March 7, 2008, May 2,
2008, May 6, 2008, May 23, 2008, August 6, 2008 (as amended by
the Form 8-K/A filed August 15, 2008), October 30,
2008 and November 6, 2008.
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(b)
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2007, filed on March 10, 2008.
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(c)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008, filed on May 6, 2008, as amended by the Form 10-Q/A filed August 6,
2008.
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(d)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2008, filed on August 8,
2008.
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(e)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2008, filed on November 6,
2008.
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(f)
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The
material under the caption "Description of Capital Stock" in the Company's
Registration Statement on Form 8-A under Section 12(g) of the Securities
Exchange Act of 1934, which incorporates by reference the information
under "Common Stock" in the prospectus constituting a part of the
Company's Registration Statement on Form S-1 (File No.
2-55058).
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(g)
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All
documents filed by the Registrant after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, hereby are incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
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Name
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Present Position with
Company
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No. of
Shares
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John
L. Cutting
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Director
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0
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Annette
Catino
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Director
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0
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John
R. Middleton, M.D.
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Director
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0
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John
P. Mulkerin
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Director
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0
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Walter
G. Reinhard
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Director
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0
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Jeffries
Shein
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Director
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0
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J.
Richard Tompkins
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Director
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0
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Item
4.
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Description
of Securities
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Item
5.
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Interests
of Named Experts and Counsel
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Item
6.
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Indemnification
of Directors and Officers
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4
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Middlesex
Water Company Outside Director Stock Compensation Plan, is incorporated
herein by reference to Appendix A attached to the Registrant's Proxy
Statement filed with the Commission on April 11,
2008.
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*5
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Opinion
of Norris, McLaughlin & Marcus,
P.A.
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*23.1
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Consent
of Beard Miller Company
LLP
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*23.2
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Consent
of Deloitte & Touche, LLP
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23.3
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Consent
of Norris, McLaughlin & Marcus, P.A. (included in
Exhibit 5)
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24
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Power
of Attorney (included on signature
page)
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1.
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
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(iii)
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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;
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2.
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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.
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3.
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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.
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4.
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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
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5.
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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.
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MIDDLESEX
WATER COMPANY
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(Registrant)
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By:
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/s/A.
Bruce O’Connor
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Name:
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A.
Bruce O’Connor
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Title:
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Vice
President & Chief Financial
Officer
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Signature
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Title
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Date
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/s/J.
Richard Tompkins
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Chairman
of the Board and Director
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December 18,
2008
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J.
Richard Tompkins
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/s/Kenneth
J. Quinn
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Vice
President, General Counsel, Corporate Secretary and
Treasurer
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December 18,
2008
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Kenneth
J. Quinn
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/s/A.
Bruce O’Connor
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Vice
President and Chief Financial Officer (Chief Accounting
Officer)
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December 18,
2008
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A.
Bruce O’Connor
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/s/Dennis
W. Doll
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President,
Chief Executive Officer and Director (Principal Executive
Officer)
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December 18,
2008
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Dennis
W. Doll
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/s/John
C. Cutting
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Director
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December 18,
2008
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John
C. Cutting
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/s/Annette
Catino
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Director
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December 18,
2008
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Annette
Catino
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/s/John
R. Middleton, M.D.
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Director
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December 18,
2008
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John
R. Middleton, M.D.
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/s/John
P. Mulkerin
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Director
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December 18,
2008
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John
P. Mulkerin
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/s/Walter
G. Reinhard
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Director
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December 18,
2008
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Walter
G. Reinhard
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/s/Jeffries
Shein
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Director
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December 18,
2008
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Jeffries
Shein
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