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: September 6, 2019
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 0-422 | 22-1114430 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
485C ROUTE ONE SOUTH, SUITE 400, ISELIN, NEW JERSEY 08830
(Address of Principal Executive Offices) (Zip Code)
732-634-1500
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | MSEX | NASDAQ |
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. ☐
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to the Restated Certificate of Incorporation
On September 4, 2019, the Board of Directors of Middlesex Water Company (“the Company”) approved an amendment to the Restated Certificate of Incorporation regarding the cancellation of certain series of Preferred Shares that have either been redeemed or converted into the Company’s Common Stock. The series are: (1) $8 Cumulative and Convertible Preferred Stock; (2) $7.00 Series Cumulative and Preferred Stock; and (3) $7 Cumulative and Convertible Preferred Stock. A copy of the Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company is filed herein as Exhibit 3.1.
Item 8.01. Other Events
First Mortgage Bonds Issued
The Company issued $53.7 million of First Mortgage Bonds in August 2019 as part of a Loan Agreement with the New Jersey Economic Development Authority. Proceeds from the transaction will be used to fund portions of the Company’s ongoing investment in water utility infrastructure projects.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
* Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
| | MIDDLESEX WATER COMPANY |
| | (Registrant) |
| | |
| | /s/Jay L. Kooper |
| | Jay L. Kooper |
| | Vice President, General Counsel and Secretary |
Dated: September 6, 2019
