As filed with the Securities and Exchange Commission on November 14, 2016
September 27, 2021
Registration Statement No. 333-213942333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE YORK WATER COMPANY
(Exact name of registrant as specified in charter)
Pennsylvania (State or other jurisdiction of incorporation or organization) | | | 23-1242500 (I.R.S. Employer Identification No.) |
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Joseph T. Hand
The York Water Company
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Pasquale D. Gentile, Jr.
Reed Smith LLP
Three Logan Square
225 Fifth Avenue, Suite 1200
1717 Arch Street
Pittsburgh, Pennsylvania 15222
Philadelphia, PA 19103
Telephone: (215) 851-8100(412) 288-3131
Approximate date of commencement of proposed sale to the public:From time to time 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, check the following box. ☐
If any of the | If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐ If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): ☐
Large Accelerated Filer ☐ | | | Accelerated Filer ☐ | |
Non-Accelerated Filer ☒ | | | Smaller Reporting Company ☒ | |
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Security(1) | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee(2) |
Common Stock, no par value | | | — | | | — | | | — | | | — |
Debt Securities | | | — | | | — | | | — | | | — |
Total | | | $50,000,000 | | | — | | | $50,000,000 | | | $5,455 |
Not specified as to each class of offering securities to be registered | pursuant to General Instruction II.D of Form S-3. An indeterminate amount of the securities of each identified class is being registered as may from time to time be | offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder as shall have an aggregate initial offering price | |||
(2) | Calculated pursuant to Rule 457(o) under the |
The RegistrantCompany hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the RegistrantCompany shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to Form S-3 (the "Second Amendment") is beingbuy these securities until the registration statement filed to amend the Registration Statement on Form S-3 (File No. 333-213942) filed by The York Water Company with the Securities and Exchange Commission ("SEC")is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated September 27, 2021PROSPECTUS
THE YORK WATER COMPANY
Common Stock
Debt Securities
This prospectus relates to common stock and debt securities, including debt securities convertible into common stock that we, The York Water Company, may sell from time to time in one or more offerings. This prospectus will allow us to issue securities over time and describes some of the general terms that may apply to an offering of such securities. We will provide a prospectus supplement each time we issue securities, which will inform you about the specific terms of that offering and may also supplement, update or amend information contained in this prospectus. You should read this prospectus, the information incorporated by reference in this prospectus and any prospectus supplement carefully before you invest.
Our common stock is listed on October 3, 2016 and subsequently amendedthe NASDAQ Stock Market under the symbol “YORW.” On September 24, 2021, the last reported sale price of our common stock on the NASDAQ Stock Market was $44.45 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the NASDAQ Stock Market or other securities exchange of the securities covered by the Amendment No.applicable prospectus supplement.
Investing in our securities involves a high degree of risk. Before making an investment decision, you should review carefully the risks described under the heading “Risk Factors” beginning on page 3 of this prospectus and any similar section contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus.
We may offer the securities to or through underwriters or dealers, directly to purchasers or through agents designated from time to time, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is [ ]