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): August 27, 2021
ARTESIAN RESOURCES CORP
(Exact name of registrant as specified in its charter)
Delaware | 000-18516 | 51-0002090 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
664 Churchmans Road Newark, Delaware | 19702 | |
(Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code (302) 453-6900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | ARTNA | 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 (see General Instruction A.2. below):
☐ 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. ☐
Item 1.01 Entry Into a Material Definitive Agreement
On August 27, 2021, Artesian Wastewater Management, Inc. (“Artesian Wastewater”), a wholly-owned subsidiary of Artesian Resources Corporation (“Artesian Resources”), entered into an agreement (the “Agreement”) to acquire Tidewater Environmental Services, Inc. (“TESI”), a wholly-owned subsidiary of Middlesex Water Company (“Middlesex”) that provides regulated wastewater services in Delaware. Artesian Wastewater will purchase all of the stock of TESI from Middlesex for $6.4 million in cash and other consideration, including, forgiveness of a $2.1 million intercompany note due from Middlesex. TESI currently serves approximately 3,600 retail customers in Sussex County, Delaware.
Closing on this transaction is expected to occur prior to December 31, 2021, subject to approval by the Delaware Public Service Commission and other customary closing conditions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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.
ARTESIAN RESOURCES CORPORATION | |||
Date: August 31, 2021 | By: /s/ David B. Spacht | ||
David B. Spacht | |||
Chief Financial Officer |