UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
June 16, 2020
(Date of earliest event reported)
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey
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1-6364
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22-1901645
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1 South Jersey Plaza, Folsom, New Jersey 08037
(Address of principal executive offices, including zip code)
(609) 561-9000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock - $1.25 par value per share
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SJI
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New York Stock Exchange
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5.625% Junior Subordinated Notes due 2079
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SJIJ
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New York Stock Exchange
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Corporate Units
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SJIU
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure
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On June 16, 2020, South Jersey Industries, Inc. (the “Company”) announced the sale of shares of its common stock for aggregate gross proceeds of approximately $200
million before commissions and offering expenses under its previously announced "at-the-market" equity offering program. The sales were completed pursuant to the ATM Equity Offering Sales Agreement between the company and BofA Securities and Wells
Fargo Securities, LLC, which the company previously filed with the Securities and Exchange Commission (the "SEC") on April 6, 2020. The sales exhausted the shares that were available for sale under the Sales Agreement. The proceeds satisfy SJI’s
planned equity capital raising for fiscal year 2020.
A shelf registration statement on Form S-3 relating to the common stock offered in the public offering described above was filed with the SEC on September 9, 2019 and
declared effective by the SEC. The offering was made only by means of a written prospectus and prospectus supplements that form a part of the registration statement.
The press release is attached hereto as Exhibit 99. SJI does not intend for this Item 7.01 or 9.01, Exhibit 99, to be treated as “filed” under the Securities Exchange
Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.
| Item 9.01 |
Financial Statements and Exhibits
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Exhibit Index
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Press release dated June 16, 2020 issued by South Jersey Industries, Inc.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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SOUTH JERSEY INDUSTRIES, INC.
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Dated:
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June 16, 2020
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By:
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/s/ Cielo Hernandez
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Name: Cielo Hernandez
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Title: Senior Vice President & Chief Financial Officer
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