-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fy+4QFw1txgnerj+/2ih9aXrGn+HnDKaZOBgz5GazCruorJFlefAocC923YJx+TV R+wRWbmEmXBtzZuXep1fCg== 0000898430-00-001289.txt : 20000418 0000898430-00-001289.hdr.sgml : 20000418 ACCESSION NUMBER: 0000898430-00-001289 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST WATER CO CENTRAL INDEX KEY: 0000092472 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 951840947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-77881 FILM NUMBER: 603303 BUSINESS ADDRESS: STREET 1: 225 N BARRANCA AVE STE 200 CITY: WEST COVINA STATE: CA ZIP: 91791-1605 BUSINESS PHONE: 8189151551 MAIL ADDRESS: STREET 1: 225 N BARRANCA AVENUE STREET 2: SUITE 200 CITY: WEST COVINA STATE: CA ZIP: 91791-1605 FORMER COMPANY: FORMER CONFORMED NAME: SUBURBAN WATER SYSTEMS DATE OF NAME CHANGE: 19751202 POS AM 1 POS AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on April 17, 2000 Registration No. 333-77881 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- SOUTHWEST WATER COMPANY (Exact name of Registrant as specified in its charter) Delaware 95-1840947 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 225 North Barranca Avenue, Suite 200 West Covina, California 91791-1605 (626) 915-1551 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Peter J. Moerbeek Copy to: Chief Financial Officer James W. Daniels 225 North Barranca Avenue, Suite 200 Latham & Watkins West Covina, California 91791-1605 650 Town Center Drive, 20th Floor (626) 915-1551 Costa Mesa, California 92626 (626) 915-1551 (714) 540-1235 (Name, address, including zip code, and telephone number, including area code, of agent for service) - --------------------------------------------------------------------------------------------------------------------------------
Approximate date of commencement of the proposed sale to the public: As soon as practicable after 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: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE ================================================================================
Amount to Proposed Maximum Title of Securities be Proposed Maximum Aggregate Amount of to be Registered Registered(1)(2) Offering Price per unit (3) Offering Price (3) Registration Fee - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock (4), par value 127,679 0 $0.00 $0.00 $.01 per share ====================================================================================================================================
(1) These shares are being registered pursuant to Rule 416(b) under the Securities Act of 1933, as amended, to reflect the 3 for 2 stock split of the common stock of Southwest Water Company (the "Company") on October 20, 1999 to stockholders of record on October 1, 1999. (2) This Registration Statement shall also cover any additional shares of common stock which become issuable by reason of any future stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the Company. (3) Pursuant to Section 416(b) of the Securities Act of 1933, as amended, no registration fee is required. (4) Each share of common stock being registered hereunder, if issued prior to the termination by the Company of its Rights Agreement dated as of April 6, 1998, will include one preferred share purchase right. Prior to the occurrence of certain events, the preferred share purchase rights will not be exercisable or evidenced separately from the common stock. ================================================================================ Stock Split This Registration Statement covers 127,679 additional shares of our common stock that were issued as a result of a 3 for 2 stock split paid on October 20, 1999 to stockholders of record on October 1, 1999. On May 6, 1999, the Company filed with the Securities and Exchange Commission Registration Statement on Form S-3 (Registration Statement No. 333-77881) covering 255,358 shares of our common stock held by two potential affiliates. Effect of Stock Split on Securities Registered Hereunder Pursuant to Section 416(b) of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 is deemed to cover all 127,679 additional shares of common stock and all 127,679 additional attached preferred share purchase rights issuable in the stock split to the selling stockholders under this Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post Effective Amendment No. 1 to Registration Statement on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Covina, California on the 20th day of March, 2000. Southwest Water Company /s/ Anton C. Garnier -------------------- Anton C. Garnier President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the March 20, 2000.
Signature Title --------- ----- /s/ * President and Chief Executive Officer, Director - --------------------------------------- (Chief Executive Officer) Anton C. Garnier /s/ * Chief Financial Officer - --------------------------------------- (Principal Financial and Accounting Officer) Peter J. Moerbeek /s/ * Director - --------------------------------------- H. Frederick Christie /s/ * Director - --------------------------------------- Monroe Harris /s/ * Director - --------------------------------------- Donovan D. Huennekens /s/ * Director - --------------------------------------- Richard Kelton /s/ * Director - --------------------------------------- Maureen A. Kindel /s/ * Director - --------------------------------------- Richard G. Newman
* By: /s/ Peter J. Moerbeek ------------------- Peter J. Moerbeek Attorney-in-fact 3 -----END PRIVACY-ENHANCED MESSAGE-----