As filed with the Securities and Exchange Commission on September 23, 2010
Registration No. 333-134575
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT NO. 333-134575
UNDER
THE SECURITIES ACT OF 1933
SOUTHWEST WATER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 95-1840947 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
One Wilshire Building 624 South Grand Avenue, Suite 2900 Los Angeles, California | 90017-3782 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
SouthWest Water Company 2006 Equity Incentive Plan
(Full title of the Plan)
William K. Dix
Vice President, General Counsel and Secretary
SouthWest Water Company
One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, California
(Name and Address of Agent For Service)
(213) 929-1800
(Telephone Number, Including Area Code, of Agent For Service)
With copies to:
Alan Klein
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Telephone: (212) 455-3188
Facsimile: (212) 455-2502
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Amendment”) relates to the following Registration Statement on Form S-8 (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim): Registration Statement 333-134575 registering 5,433,920 shares of common stock, $0.01 par value per share (the “Common Stock”) and rights to purchase 5,433,920 shares of Common Stock, of SouthWest Water Company (the “Company”) for the Company’s 2006 Equity Incentive Plan (the “Registration Statement”).
On September 13, 2010, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 2, 2010, by and among SW Merger Acquisition Corp. (“Parent”), SW Merger Sub Corp. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Parent (the “Merger”). As a result of the Merger, each share of Common Stock (other than those shares held by Parent, which were cancelled as a result of the Merger, and shares with respect of which dissenter’s rights were perfected) was converted automatically into the right to receive $11.00 in cash, without interest.
As a result of the Merger, the Company has terminated any offering of the Company’s securities pursuant to any registration statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it 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 the City of Los Angeles, State of California, on this 23rd day of September, 2010.
| SOUTHWEST WATER COMPANY | ||
| By: | /S/ FLOYD E. WICKS | |
| Name: | Floyd E. Wicks | |
| Title: | Chief Executive Officer and President | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ FLOYD E. WICKS | Chief Executive Officer and President | September 23, 2010 | ||
| Floyd E. Wicks | (Principal Executive Officer) | |||
/S/ BEN SMITH | Chief Financial Officer | September 23, 2010 | ||
| Ben Smith | (Principal Financial Officer) | |||
/S/ DENNIS CLARKE | Director | September 23, 2010 | ||
| Dennis Clarke | ||||
