UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2019
Connecticut Water Service, Inc.
(Exact name of registrant as specified in its charter)
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Connecticut | | 0-8084 | | 06-0739839 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
93 West Main Street Clinton, CT | | 06413 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 860-669-8636
Not Applicable
(Former name or former address if changed since last report.)
Securities registered pursuant to Section 12 (b) of the Act:
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Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, without par value | | CTWS | | The Nasdaq Stock Market, LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
As previously announced, on August 5, 2018, Connecticut Water Service, Inc., a Connecticut corporation (the “Company”), SJW Group, a Delaware corporation (“SJW”), and Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW (“Merger Sub”), entered into a Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of SJW.
On September 4, 2019, the Connecticut Public Utilities Regulatory Authority (“PURA”) issued a final decision approving the joint application filed on April 3, 2019 by the Company and SJW for approval of the change of control of the Company and its three regulated Connecticut water company subsidiaries in connection with the proposed Merger, subject to the conditions and orders set forth in PURA’s decision.
The proposed merger of the Company and SJW remains subject to the satisfaction or waiver of other closing conditions, including the approval of the Maine Public Utilities Commission of the change of control of Maine Water Company, a subsidiary of the Company, in connection with the proposed Merger.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | CONNECTICUT WATER SERVICE, INC. |
| | | | (Registrant) |
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Date: September 5, 2019 | | | | By: | | /s/ David C. Benoit |
| | | | | | David C. Benoit |
| | | | | | President and Chief Executive Officer |
