-----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, WFvmoZKTG8E0MSBN50LMxdVM56pKlQKErGJZmcvO0Kt2On3wjwv7EJ8DtWkDoEcz nnB5S24fthT6O11Ctq8xBQ== /in/edgar/work/20000616/0000898430-00-001828/0000898430-00-001828.txt : 20000919 0000898430-00-001828.hdr.sgml : 20000919 ACCESSION NUMBER: 0000898430-00-001828 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000616 EFFECTIVENESS DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST WATER CO CENTRAL INDEX KEY: 0000092472 STANDARD INDUSTRIAL CLASSIFICATION: [4941 ] IRS NUMBER: 951840947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39506 FILM NUMBER: 656555 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 S-8 1 0001.txt FORM S-8 As Filed with the Securities and Exchange Commission on June 16, 2000 Registration No. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM S-8 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 of Principal Executive Offices including Zip Code) Second Amended and Restated Southwest Water Company Stock Option Plan (Full title of the plan) __________________ PETER J. MOERBEEK Copy to: Chief Financial Officer JAMES W. DANIELS SOUTHWEST WATER COMPANY LATHAM & WATKINS 225 North Barranca Avenue, Suite 200 650 Town Center Drive, 20th Floor West Covina, California 91791-1605 Costa Mesa, California 92626 (626) 915-1551 (714) 540-1235 (Name and address, including zip code, and telephone number, including area code, of agent for service)
- ------------------------------------------------------------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registered Registered Share (2) Price (2) Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock (1)(3)............... 750,000 $13.29 $9,967,500 $2,632 - ------------------------------------------------------------------------------------------------------------------------------------
(1) The Second Amended and Restated Southwest Water Company Stock Option Plan (the "Plan") authorizes the issuance of a maximum of 1,763,905 shares, of which 1,013,905 have already been registered pursuant to Form S-8 Registration Statement Nos. 33-28919, 33-73174 and 333-38935, after giving effect to certain stock dividends. Only the 750,000 newly authorized shares under the Plan are being registered hereunder. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price Per Share is the average of the high and low price of the common stock, as reported on the Nasdaq National Market on June 9, 2000. (3) Each share of common stock being registered hereunder, if issued prior to the termination by the Company of it Stockholders' Rights Agreement dated as of April 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. ================================================================================ Proposed sale to take place as soon after the effective date of the Registration Statement as options granted under the Plan are exercised. Total Pages 6 Exhibit Index on Page 4 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement covers 750,000 additional shares of our common stock reserved for issuance under the Second Amended and Restated Southwest Water Company Stock Option Plan (the "Plan"). Effective March 30, 2000, our board of directors adopted, and on May 23, 2000, our stockholders approved, an amendment to the Plan which increased the number of shares reserved for issuance thereunder by 750,000 shares. On May 22, 1997, December 21, 1993 and October 29, 1997 we filed with the Commission Form S-8 Registration Statement Nos. 33- 28919, 33-73174 and 333-38935, respectively (collectively, the "Prior Registration Statements"), covering an aggregate of 515,000 shares issuable under the Plan, which has increased to an aggregate of 1,013,906 shares after giving effect to certain stock dividends. The contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document which is incorporated by reference herein or therein. Item 5. Named Experts ------------- Our consolidated financial statements and related schedules, which are incorporated in this Registration Statement by reference to our Annual Report on Form 10-K for the year ended December 31, 1999, have been so included in reliance on the reports of KPMG LLP, independent auditors, incorporated by reference, upon the authority of said firm as experts in auditing and accounting. Item 8. Exhibits -------- See Index to Exhibits on page 4. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-8 and have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of West Covina, State of California, on this 15th day of June, 2000. Southwest Water Company, a Delaware corporation By: /s/ Anton C. Garnier -------------------------------------- Anton C. Garnier President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby authorizes and appoints Peter J. Moerbeek, as attorney-in-fact and agent, with full powers of substitution to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this registration statement and other documents in connection therewith, with the Commission, granting to said attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done in the premises. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on June 15, 2000.
Signature Title - --------- ----- /s/ Anton C. Garnier - ----------------------------- Anton C. Garnier President and Chief Executive Officer, Director (Chief Executive Officer) /s/ Peter J. Moerbeek - ----------------------------- Peter J. Moerbeek Chief Financial Officer (Principal Financial and Accounting Officer) /s/ H. Frederick Christie - ----------------------------- H. Frederick Christie Director /s/ Monroe Harris - ----------------------------- Monroe Harris Director /s/ Donovan D. Huennekens - ----------------------------- Donovan D. Huennekens Director /s/ Richard Kelton - ----------------------------- Richard Kelton Director /s/ Maureen A. Kindel - ----------------------------- Maureen A. Kindel Director /s/ Richard G. Newman - ----------------------------- Richard G. Newman Director
3 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION ------- ----------- 4 Stockholders' Rights Agreement, dated as of April 6, 1998 (incorporated by reference to our Form 8-K filed with the SEC on April 23, 1998). 5.1 Opinion of and Consent of Latham & Watkins. 23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 23.2 Consent of Independent Auditors. 24 Power of Attorney (included on the signature page to this Registration Statement).
4 EX-5.1 2 0002.txt LATHAM & WATKINS OPINION EXHIBIT 5.1 OPINION OF LATHAM & WATKINS [Letterhead of LATHAM & WATKINS] June 16, 2000 Southwest Water Company 225 North Barranca Avenue, Suite 200 West Covina, California 91791-1605 Re: Registration Statement on Form S-8 ---------------------------------- Ladies/Gentlemen: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 750,000 shares (the "Shares") of common stock, par value $0.01 per share, of Southwest Water Company (the "Company") issuable under the Second Amended and Restated Southwest Water Company Stock Option Plan (the "Plan") by the Company on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission"), you have requested our opinion with respect to the matters set forth below. We have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, including statutory and reported decisional law thereunder, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws. Subject to the foregoing, it is our opinion that the Shares to be issued under the Plan have been duly authorized, and upon the issuance and delivery of the Shares in the manner contemplated by the Plan, and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable securities of the Company. This opinion is rendered only to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Latham & Watkins EX-23.2 3 0003.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Southwest Water Company We consent to the use of our report dated January 27, 2000, incorporated herein by reference in the Registration Statement on Form S-8 of Southwest Water Company. Such report relates to the balance sheets of Southwest Water Company as of December 31, 1999 and 1998, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three- years period ended December 31, 1999, and to the reference to our firm in the Registration Statement. /s/ KPMG, LLP Los Angeles, California June 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----