REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIRMINGHAM UTILITIES, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0878647
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
230 Beaver Street 06401
Ansonia, Connecticut (Zip Code)
(Address of Principal Executive Offices)
Birmingham Utilities, Inc.
Stock Option Plan for Non-Employee Directors
(Full Title of the Plan)
PAUL V. ERWIN
Treasurer
Birmingham Utilities, Inc.
230 Beaver Street
Ansonia, Connecticut 06401
(Name and address of agent for service)
(203) 735-1888
(telephone number,including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Aggregate Aggregate Fee
Registered Ofering Offering
Price Per Price*
Share*
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Common Stock,
no par value 40,000 shares $11.00 $440,000 $151.72
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*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of high and low prices of the Common Stock reported on the NASDAQ
Small-Cap Market on July 12, 1995.
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This registration statement shall become effective in accordance with the
provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.
PART I
Information Required in the Section 10(a) Prospectus
The information required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of documents by reference.
The following documents filed by Birmingham Utilities, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) the latest annual report of the Company filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Securities Act")
that contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed;
(2) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
annual report or prospectus referred to in (1) above.
(3) the description of the Company's Common Stock, no par value per
share, contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers by the Registrant.
Pursuant to the statutes of the State of Connecticut, a director,
officer or employee of a corporation is entitled, under specified
circumstances, to indemnification by the corporation against reasonable
expenses, including attorney's fees, incurred by him in connection with the
defense of a civil or criminal proceeding to which he has been made, or
threatened to be made, a party by reason of the fact that he was a
director, officer or employee. In certain circumstances, indemnity is
provided against judgments, fines and amounts paid in settlement. In
general, indemnification is not available where the director, officer or
employee has been adjudged to have breached his duty to the corporation or
where he did not act in good faith. Specific court approval is required in
some cases. The foregoing statement is subject to the detailed provisions
of Section 33-320a of the Connecticut Stock Corporation Act. Article 9 of
the registrant's by-laws provides that its shareholders, directors,
officers and employees shall be indemnified to the extent allowed in
Section 33-320a of the Connecticut Stock Corporation Act. In addition, the
Company maintains an insurance policy providing coverage for certain
liabilities of directors and officers, including liabilities under the
federal securities laws.
Item 7. Exemption from Registriation Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the
Securities Act if, in the aggregate, the changes
in volume and price represent no more than a 20%
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or 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, each filing
of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 the
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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, thereunto duly authorized, in the City of Ansonia, State of
Connecticut, on the 25th day of July, 1995.
BIRMINGHAM UTILITIES, INC.
(Registrant)
By /s/ Aldore J. Rivers
Aldore J. Rivers
Its duly authorized President
By /s/ Paul V. Erwin
Paul V. Erwin
Its duly authorized Treasurer
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.
SIGNATURES TITLE DATE
/s/ Edward G. Brickett* Director July 25, 1995
Edward G. Brickett
/s/ David Silverstone* Director July 25, 1995
David Silverstone
/s/ James E. Cohen* Director July 25, 1995
James E. Cohen
/s/ Aldore J. Rivers* President July 25, 1995
Aldore J. Rivers and Director
/s/ Charles T. Seccombe* Director July 25, 1995
Charles T. Seccombe
/s/ Stephen P. Ahern* Director July 25, 1995
Stephen P. Ahern
/s/ Kenneth E Schaible* Director July 25, 1995
Kenneth E. Schaible
/s/ Betsy Henley-Cohn Chairwoman of the July 25, 1995
Betsy Henley-Cohn Board of Directors
*Aldore J. Rivers, by signing his/her name hereto, does sign this document
on behalf of the persons indicated above pursuant to powers of attorney
duly executed by such persons.
By /s/ Aldore J. Rivers
Aldore J. Rivers
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
No.
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4.1 Certificate of Incorporation of Birmingham Utilities, Inc.
(incorporated by reference to Exhibit (3) of Birmingham
Utilities, Inc. Annual Report on Form 10-K for the period ending
December 31, 1994).
4.2 By-Laws of Birmingham Utilities, Inc. (incorporated by reference to
Exhibit (3) of Birmingham Utilities, Inc. Annual Report on Form
10-K for the period ending December 31, 1994).
4.3 Amended and Restated Mortgage Indenture by and between The
Ansonia Derby Water Company and The Connecticut National Bank as
Trustee, dated as of August 9, 1991 (incorporated herein by
reference to Exhibit (4)(i) of The Ansonia Derby Water Company's
Annual Report on Form 10-K for the period ending December 31, 1991).
4.4 Commercial Term and Revolving Loan Agreement by and between
Birmingham Utilities, Inc. and Fleet Bank, N.A., dated April 29,
1994 (incorporated herein by reference to Exhibit 10(1) of
Birmingham Utilities, Inc.'s Quarterly Report on Form 10-Q, as
amended, for the period ended June 30, 1994).
5 Opinion of Tyler Cooper & Alcorn, dated July 25, 1995, as to the
legality of the original issuance of Common Stock offered under
this Registration Statement.
23 Consent of Price Waterhouse, dated July 25, 1995.
23.1 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5 of this Registration Statement).
24 Attorney authorizing the signing of the Registration Statement
and Amendments thereto on behalf of the Directors of Birmingham
Utilities, Inc.
99 Birmingham Utilities, Inc. Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on September 13, 1994.