-----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, VjPXdCM/MRiZgXcCO1Oc5WrQV7HLvrSpcpTmChb81TzYzqakAZZsKjRsiu7l+URE 6xBVWfQZ4+33ut3N26/r1Q== 0001017062-97-001870.txt : 19971030 0001017062-97-001870.hdr.sgml : 19971030 ACCESSION NUMBER: 0001017062-97-001870 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971029 EFFECTIVENESS DATE: 19971029 SROS: NASD 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: S-8 SEC ACT: SEC FILE NUMBER: 333-38935 FILM NUMBER: 97702355 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 S-8 AMENDED & RESTATED STOCK OPTION AND RESTRICTED STOCK PLAN As Filed with the Securities and Exchange Commission on October 29, 1997 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 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) AMENDED AND RESTATED SOUTHWEST WATER COMPANY STOCK OPTION AND RESTRICTED STOCK PLAN (FULL TITLE OF THE PLAN) __________________ PETER J. MOERBEEK COPY TO: VICE PRESIDENT FINANCE AND JAMES W. DANIELS, ESQ. CHIEF FINANCIAL OFFICER, LATHAM & WATKINS SOUTHWEST WATER COMPANY 650 TOWN CENTER DRIVE, TWENTIETH FLOOR 225 NORTH BARRANCA AVENUE, SUITE 200 COSTA MESA, CALIFORNIA 92626-1925 WEST COVINA, CALIFORNIA 91791-1605 (714) 540-1235 (818) 915-1551
(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 (1) SHARE (2) PRICE (2) REGISTRATION FEE COMMON STOCK................ 200,000 $14 5/8 $2,925,000 $886.36 - ------------------------------------------------------------------------------------------------------------------------
(1) The Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan (the "Plan") authorizes the issuance of a maximum of 515,000 shares of Common Stock of Southwest Water Company (the "Company"), par value $.01 per share, 200,000 of which are being newly registered hereunder. See "Incorporation of Documents by Reference" below. None of such 200,000 additional shares are subject to presently outstanding options granted under the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The Proposed Maximum Offering Price Per Share is the average ($14 5/8) of the high and low sales price of the Company's Common Stock in the over-the-counter market, as reported on the Nasdaq National Market, on October 21, 1997 (which were $14 3/4 and $14 1/2, respectively). PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE EXERCISED. Exhibit Index on Page 2 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 INCORPORATION OF DOCUMENTS BY REFERENCE - --------------------------------------- This Registration Statement covers 200,000 additional shares of Common Stock of the Company reserved for issuance under the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan (the "Plan"). Effective March 6, 1997, the Board of Directors of the Company adopted, and on May 22, 1997, the shareholders of the Company approved, an amendment to the Plan which increased the number of shares reserved for issuance thereunder by 200,000 shares to 515,000 shares. On May 25, 1989 and December 21, 1993, the Company filed with the Commission Form S-8 Registration Statement Nos. 33-28919 and 33- 73174, respectively (collectively, the "Prior Registration Statements") covering (after giving effect to a 5% stock dividend effected on January 20, 1996 and a 20% stock dividend effected on January 20, 1997) an aggregate of 315,000 shares issuable under the Plan. 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. INDEX TO EXHIBITS
EXHIBIT 5 Opinion of Latham & Watkins 10 Second Amendment to the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan 23.1 Consent of Latham & Watkins (included in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Power of Attorney (included on the signature page to this Registration Statement).
2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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, State of California, on this 27th day of October, 1997. 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 Anton C. Garnier and Peter J. Moerbeek, and either of them, as attorneys-in-fact and agents, with full power of substitution and resubstitution, 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 attorneys-in-fact and agents 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 and on the dates indicated.
Signature Title Date - ---------------------------- -------------------------------- ------------------ /s/ H. Frederick Christie Director October 27, 1997 - ---------------------------- H. Frederick Christie /s/ Michael J. Fasman Director September 24, 1997 - ---------------------------- Michael J. Fasman /s/ Anton C. Garnier Chairman of the Board, October 27, 1997 - ---------------------------- President Anton C. Garnier and Chief Executive Officer Director - ---------------------------- Monroe Harris Director - ---------------------------- Donovan D. Huennekens /s/ Richard Kelton Director September 24, 1997 - ---------------------------- Richard Kelton
3
Signature Title Date - --------- ----- ---- Director - ---------------------------- Maureen Kindel /s/ Peter J. Moerbeek Vice President Finance, Chief October 27, 1997 - ---------------------------- Financial Officer and Secretary Peter J. Moerbeek /s/ Richard G. Newman Director October 27, 1997 - ---------------------------- Richard G. Newman
4 EX-5 2 OPINION OF LATHAM & WATKINS EXHIBIT 5 [Latham & Watkins Letterhead] October 28, 1997 Southwest Water Company 225 North Barranca Avenue, Suite 200 West Covina, California 91791-1605 Re: Southwest Water Company Common Stock par value $.01 per share ---------------------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement"), which you intend to file with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 200,000 shares of Common Stock, par value $.01 per share (the "Shares"), to be sold by Southwest Water Company under the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan, as amended (the "Plan"). We are familiar with the proceedings undertaken in connection with the authorization, issuance and sale of the Shares. Additionally, we have examined such questions of law and fact as we have considered necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and upon the issuance of Shares under the terms of the Plan and delivery and payment therefor of legal consideration in excess of the aggregate par value of the Shares issued, such Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Latham & Watkins EX-10 3 SECOND AMENDMENT TO AMENDED & RESTATED STOCK OPTION PLAN EXHIBIT 10 SECOND AMENDMENT TO THE ----------------------- AMENDED AND RESTATED SOUTHWEST WATER COMPANY STOCK OPTION AND RESTRICTED STOCK PLAN ------------------------- This Second Amendment to the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan (the "Second Amendment") is adopted by Southwest Water Company, a Delaware corporation (the "Company"), effective as of March 6, 1997; provided, however, that part I hereof is subject to stockholder approval. RECITALS -------- A. The Southwest Water Company Stock Option and Restricted Stock Plan (the "Plan") was adopted by the Board of Directors of the Company (the "Board") on February 17, 1988 and approved by the stockholders of the Company on May 25, 1988. B. Effective March 28, 1989, the Plan was amended, subject to stockholder approval to, among other things, provide for the grant of stock appreciation rights under the Plan. Stockholder approval to the amendment was obtained May 24, 1989. C. Effective October 22, 1991, the Plan was amended, restated and renamed the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan. D. On March 21, 1993, the Board approved a proposal to (a) increase the number of shares of the Company's common stock, par value $.01 per share (the "Common Stock"), reserved for issuance under the Plan from 150,000 shares to 250,000 shares and to extend the expiration of the period during which options to purchase Common Stock may be granted under the Plan from February 17, 1998 to February 17, 2003, which proposal was approved by the stockholders on May 24, 1993, (b) to eliminate any future grants or issuances of stock appreciation rights or restricted stock under the Plan, and (c) to amend certain provisions of the Plan with respect to the outstanding restricted stock issued under the Plan. The amendments referred to in clauses (b) and (c) of the preceding sentence did not require stockholder approval. The Plan, as amended, restated and renamed effective October 22, 1991, and as amended as provided in this Recital D is referred to herein as the "Restated Plan." E. On January 20, 1996, the Company effected a 5% stock dividend and on January 20, 1997 the Company effected a 20% stock dividend, which together increased the number of shares of Common Stock reserved for issuance under the Restated Plan from 250,000 shares to 315,000 shares. F. Section 9.2 of the Restated Plan provides that the committee administering the Plan may, subject to approval of the stockholders of the Company in certain instances, amend the Restated Plan. G. Effective March 6, 1997, the Board, the Directed Stock Option Committee of the Board and the Compensation Committee of the Board approved a proposal to (a) replace the Director Stock Option Committee with the Compensation Committee as the body which administers the Restated Plan, (b) subject to stockholder approval, increase the number of shares of Common Stock reserved for issuance under the Restated Plan from 315,000 shares to 515,000 shares, (c) subject to stockholder approval, extend the period during which options may be granted under the Restated Plan from February 17, 2003 to February 17, 2007, and (d) subject to stockholder approval, remove from the Restated Plan the requirement to obtain stockholder approval in connection with amendments to the Restated Plan which (i) modify the requirements relating to eligibility to participate in the Restated Plan, or (ii) reduce the minimum price at which shares subject to options may be purchased to below 100% of the fair market value of such shares, as more fully set forth herein. 2 AMENDMENTS ---------- I. Subject to stockholder approval, the Restated Plan is hereby amended as follows: A. Section 2.1 of the Restated Plan is hereby amended to read in its entirety as follows: Section 2.1 - Shares Subject to Plan ----------- ---------------------- The shares of stock subject to Options shall be shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The aggregate number of shares which have been or may be issued upon exercise of Options or which have been issued as Restricted Stock shall not exceed 515,000. The foregoing gives effect to the 5% Stock dividend issued on January 20, 1996 and the 20% Stock dividend issued on January 20, 1997. B. Section 9.2 of the Restated Plan is hereby amended to read in it entirety as follows: Section 9.2 - Amendment, Suspension or Termination of the Plan ----------- ------------------------------------------------ The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee. However, without approval of the Company's stockholders given within twelve (12) months before or after the action by the Committee, no action of the Committee, may, except as provided in Section 2.4, increase any limit imposed in Section 2.1 on the maximum number of aggregate shares which may be issued on exercise of Options or which have been issued as Restricted Stock, extend the limit imposed in this Section 9.2 on the period during which Options may be granted or amend or modify the Plan in a manner requiring stockholder approval under Rule 16b-3 of the Exchange Act. Neither the amendment, suspension nor termination of 3 the Plan shall, without the written consent of the holder of the Option or the Restricted Stockholder, alter or impair any rights or obligations under any Option theretofore granted or Restricted Stock theretofore issued. No Option may be granted during any period of suspension nor after termination of the Plan, and in no event may any Option be granted under this Plan after February 17, 2007. No stock appreciation rights may be granted and no restricted stock may be issued under this Plan after the effective date of the First Amendment. II. The Restated Plan is hereby amended as follows: A. Section 1.3 of the Restated Plan is hereby amended to read in its entirety as follows: Section 1.3 - Committee ----------- --------- "Committee" shall mean the Compensation Committee of the Board, or another committee of the Board, appointed as provided in Section 8.1. B. Section 1.12 of the Restated Plan is hereby amended to read in its entirety as follows: Section 1.12 - Plan ------------ ---- "Plan" shall mean this Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan, as amended by (i) the First Amendment to the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan and (ii) the Second Amendment to the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan. The "Restated Plan" shall mean the Plan in effect prior to the effective date of the First Amendment. The "First Amendment" shall mean the First Amendment to Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan. C. Section 8.1 of the Restated Plan is hereby amended to read in its 4 entirety as follows: Section 8.1 - Committee ----------- --------- The Compensation Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under this Plan) shall consist solely of two (2) or more Directors, appointed by and holding office at the pleasure of the Board, each of whom is a "non-employee director" as defined by Rule 16b-3. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at anytime by delivering written notice of resignation to the Board. Vacancies in the Committee shall be filled by the Board. 5 I hereby certify that the foregoing Second Amendment to the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan was duly adopted by the Board of Directors of the Company, the Director Stock Option Committee of the Board and the Compensation Committee of the Board, respectively, as of March 6, 1997. Executed this 8th day of August, 1997. /s/ Peter J. Moerbeek --------------------- Peter J. Moerbeek Vice President Finance, Chief Financial Officer and Secretary Corporate Seal I hereby certify that the foregoing Second Amendment to the Amended and Restated Southwest Water Company Stock Option and Restricted Stock Plan was duly approved by the stockholders of the Company on May 22, 1997. Executed this 8th day of August, 1997. /s/ Peter J. Moerbeek --------------------- Peter J. Moerbeek Vice President Finance, Chief Financial Officer and Secretary 6 EX-23.2 4 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Southwest Water Company We consent to the use of our report dated January 27, 1997, incorporated herein by reference in the Registration Statement on Form S-8 of Southwest Water Company, relating to the consolidated balance sheets of Southwest Water Company and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, and the related schedule, which report appears in the December 31, 1996 annual report on Form 10-K of Southwest Water Company. /s/ KPMG Peat Marwick LLP Los Angeles, California October 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----