As filed with the Securities and Exchange Commission on March 11, 2004
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AQUA AMERICA, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1702594
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
(610) 527-8000
(Address of principal executive offices)
1994 EQUITY COMPENSATION PLAN
(Full title of the plan)
ROY H. STAHL
AQUA AMERICA, INC.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
(Name and address of agent for service)
(610) 527-8000
(Telephone number, including area code, of agent for service)
Copy to:
STEPHEN A. JANNETTA
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Number of Shares Offering Price Per Aggregate Offering Amount of
to be registered to be Registered Share(1) Price(1) Registration Fee
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Common Stock, $.50 par value 4,375,000(2) $21.455 $93,865,625 $11,893
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(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee, based upon the average of the reported high and low sales
prices of shares of Common Stock on March 10, 2003, as reported on the New York
Stock Exchange.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares of Common Stock as may hereinafter
be offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
This Registration Statement relates to the registration of an
additional 4,375,000 shares (the "Shares") of Common Stock, par value $0.50, of
Aqua America, Inc., formerly Philadelphia Suburban Corporation (the
"Registrant"). The Shares are securities of the same class and relate to the
same employee benefit plan, the 1994 Equity Compensation Plan (the "Plan"), as
those shares registered on the Registrant's Registration Statements on Form S-8,
previously filed with the Securities and Exchange Commission on March 8, 1994,
May 18, 1994, May 7, 1997 and January 20, 1999. The earlier Registration
Statements on Form S-8, Registration Nos. 033-52557, 033-53689, 333-26613 and
333-70859, are hereby incorporated by reference.
At the 2003 Annual Meeting of Shareholders the shareholders of the
Registrant approved an amendment to the Plan to increase the number of
authorized shares thereunder by 3,500,000 shares. The Shares represent such
previously approved shares taking into account the 5-for-4 stock split effected
by the Registrant in December 2003.
The financial statements contained in the Registrant's 2002 Annual
Report to Shareholders and incorporated by reference in the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2002, which is incorporated
by reference in this Registration Statement have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of Registration Statement.
Exhibit
Number Exhibit Description
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5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Bryn Mawr, Pennsylvania on March 11, 2004.
AQUA AMERICA, INC.
By: /s/ Nicholas DeBenedictis
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Nicholas DeBenedictis
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roy H. Stahl, Executive Vice President,
and David P. Smeltzer, Senior Vice President, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, to execute
and cause to be filed any and all amendments and post-effective amendments to
this Registration Statement, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Nicholas DeBenedictis Director, Chairman and Chief March 11, 2004
--------------------------- Executive Officer (Principal
Nicholas DeBenedictis Executive Officer)
/s/ David P. Smeltzer Senior Vice President - Finance March 11, 2004
--------------------------- and Chief Financial Officer
David P. Smeltzer (Principal Financing and
Accounting Officer)
/s/ Mary C. Carroll Director March 11, 2004
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Mary C. Carroll
/s/ G. Fred DiBona Director March 11, 2004
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G. Fred DiBona, Jr.
/s/ Richard H. Glanton Director March 11, 2004
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Richard H. Glanton
/s/ Alan Hirsig Director March 11, 2004
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Alan R. Hirsig
/s/ John F. McCaughan Director March 11, 2004
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John F. McCaughan
/s/ John E. Menario Director March 11, 2004
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John E. Menario
--------------------------- Director March 11, 2004
Richard L. Smoot
AQUA AMERICA, INC.
INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
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5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion
filed as Exhibit 5.1 hereto)
24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement)