SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITIZENS UTILITIES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 06-0619596
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(Address of Principal Executive Offices) (Zip Code)
Citizens Utilities Company 1996 Equity Incentive Plan
(Full title of the plan)
Robert J. DeSantis
Chief Financial Officer, Vice President and Treasurer
Citizens Utilities Company
High Ridge Park
P.O. Box 3801
Stamford, Connecticut 06905
(Name and address of agent for service)
(203) 614-5600
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
=============================== ==================== ====================== ===================== =================
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (1) Price (1) Fee (1)
=============================== ==================== ====================== ====================== =================
Common Stock, par value $.25 12,000,000 $7.84375 $94,125,000 $26,166.752
per Share
=============================== ==================== ====================== ====================== =================
(1)......Estimated solely for the purpose of calculating the registration fee. Calculated under Rule 457(h) with respect to the
estimated maximum number of registrant's securities issuable under the Plan and a price per share of $7.84375, the average of the
reported high and low prices on the New York Stock Exchange on January 20, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference
The following documents filed by Citizens Utilities Company ("Company" or
"Citizens") with the Securities and Exchange Commission ("Commission") pursuant
to the Securities Exchange Act of 1934 ("Exchange Act") are hereby incorporated
by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as supplemented.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, June 30, and September 30, 1998.
3. The Company's Current Reports on Form 8-K filed on March 13, April
7, May 6, May 19, August 14, and November 10,1998.
All documents filed by Citizens pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person to whom a copy of
the material describing the Plan is delivered, upon the written or oral request,
a copy of each document incorporated by reference in Item 3 of Part II of the
Registration Statement (not including the exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Such documents are incorporated by reference in the documents comprising the
prospectus. The Company will also provide without charge, upon written or oral
request, copies of other documents required to be delivered to participants
pursuant to Rule 428(b) under the Securities Act of 1933. Requests for such
copies should be directed to Citizens Utilities Company, 1996 Equity Incentive
Plan, Corporate Human Resources, Citizens Utilities Company, High Ridge Park,
Bldg. No. 3, Stamford, Connecticut, 06905 (203-614-5600).
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Citizens, being incorporated under the Delaware General Corporation Law, is
empowered by Section 145 of such law to indemnify officers and directors against
certain expenses, liabilities and payments, including liabilities arising under
the Securities Act of 1933, (the "Act") as therein provided. In addition,
Citizens' By-Laws 24 and 24A and a resolution adopted by the Board of Directors
in connection with the issuance of certain securities of Citizens provide for
indemnification of specified persons, including officers and directors of
Citizens, for liabilities, including those arising under said Act, as provided
in said By-Laws and resolution. Generally, By-Laws 24 and 24A provide that, to
the fullest extent permitted by applicable law, Citizens shall indemnify and
hold harmless, among others, any officer or director of Citizens or any other
entity for which he or she is acting at the request of Citizens, from and
against any loss, damage or claim incurred by such person by reason of any act
or omission performed or omitted by such person in good faith on behalf of
Citizens and in a manner such person reasonably believed to be in the best
interests of Citizens. Such By-Laws, generally speaking, also provide that, to
the fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a person in defending against any such liability shall be advanced
by Citizens subject to specified conditions. Citizens' Certificate of
Incorporation further provides that no director shall be liable to Citizens or
its stockholders for monetary damages for breach of fiduciary duty as a
director, with stated exceptions.
Insurance is maintained providing coverage for the Company and its
subsidiaries against obligations incurred as a result of indemnification of
officers and directors. The coverage also insures the officers and directors for
a liability against which they may not be indemnified by the Company or its
subsidiaries but excludes specified dishonest acts.
Item 7. Exemption from Registration Claimed
Securities offered under the Plan are being registered under the Act. All
grants of restricted stock and performance stock which have been made to Company
officers were made without payment by the participants.
Item 8. Exhibits
Exhibit No. Description
4.1 Form of Restricted Stock Agreement.
4.2 Form of Performance Stock Agreement
5 Opinion of Counsel as to legality of Common Stock
being issued.
23.1 Consent of KPMG LLP.
23.2 Consent of Winthrop, Stimson, Putnam & Roberts
(contained in Exhibit No. 5).
24 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. 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, thereunder
duly authorized, in the City of Stamford, and State of Connecticut, on the 22nd
day of January, 1999.
CITIZENS UTILITIES COMPANY
By: /s/ Robert J. DeSantis
________________________________
Robert J. DeSantis
Chief Financial Officer,
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
LEONARD TOW* Chief Executive Officer,
____________ Chairman of the Board, and
(Leonard Tow) Director January 22,1998
/s/ ROBERT J. DESANTIS
______________________ Chief Financial Officer, Vice
(Robert J. DeSantis) President and Treasurer January 22,1999
/s/ LIVINGSTON ROSS
___________________
(Livingston Ross) Controller January 22,1999
NORMAN I. BOTWINIK*
___________________
(Norman I. Botwinik) Director January 22,1999
AARON I. FLEISHMAN*
___________________
(Aaron I. Fleishman) Director January 22,1999
JAMES C. GOODALE*
__________________
(James C. Goodale) Director January 22,1999
STANLEY HARFENIST*
___________________
(Stanley Harfenist) Director January 22,1999
ANDREW N. HEINE*
_________________
(Andrew N. Heine) Director January 22,1999
JOHN L. SCHROEDER*
___________________
(John L. Schroeder) Director January 22,1999
________________
(Robert D. Siff) Director
ROBERT A. STANGER*
___________________
(Robert A. Stanger) Director January 22,1999
___________________________
(Charles H. Symington, Jr.) Director
EDWIN TORNBERG*
_______________
(Edwin Tornberg) Director January 22,1999
CLAIRE TOW*
____________
(Claire Tow) Director January 22,1999
*By/s/ ROBERT DESANTIS
(Robert DeSantis)
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit No. Description
4.1 Form of Restricted Stock Agreement
4.2 Form of Performance Stock Agreement
5 Opinion of Counsel
23.1 Consent of KPMG LLP
23.2 Consent of Winthrop, Stimson, Putnam &
Roberts (contained in Exhibit No. 5)
24 Powers of Attorney