SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALIFORNIA WATER SERVICE GROUP
------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation or organization)
77-0448994
----------
(I.R.S. Employer Identification Number)
1720 North First Street, San Jose, California 95112-4598
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
California Water Service Group Long Term Incentive Plan
-------------------------------------------------------
(Full Title of the Plan)
Peter C. Nelson
California Water Service Group
1720 North First Street
San Jose, CA 95112-4598
-----------------------
(Name and address of agent for service)
(408) 367-8200
--------------
Telephone Number, Including Area Code, of Agent For Service
CALCULATION OF REGISTRATION FEE
- ----------------------- ------------------ ------------------------- ------------------------ ------------------
Amount Proposed Maximum
Title Of Securities To Be Proposed Maximum Aggregate Offering Amount Of
To Be Registered Registered Offering Price Per Share Price Registration Fee
- ----------------------- ------------------ ------------------------- ------------------------ ------------------
Common Stock, par
value $0.01 per share 1,388,500 shares $25.35 1/ $35,198,475.00 2/ See below
- ----------------------- ------------------ ------------------------- ------------------------ ------------------
Common Stock, par
value $0.01 per share 58,000 shares 3/ $25.94 $1,504,520.00 See below
- ----------------------- ------------------ ------------------------- ------------------------ ------------------
Common Stock, par
value $0.01 per share 53,500 shares 4/ $23.0625 $1,233,843.75 $9,500.00 2/
- ----------------------- ------------------ ------------------------- ------------------------ ------------------
<FN>
1/ Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c) and (h) based on the average of the high and low
prices of the Group's common stock as reported on the New York Stock Exchange on
May 4, 2001. In addition to the common stock set forth in the table, the amount
to be registered includes an indeterminate number of shares issuable pursuant to
stock splits and stock dividends in accordance with Rule 416(b).
2/ Calculated on the basis of the maximum aggregate offering price of all the
securities listed, pursuant to Rule 457(o).
3/ Represents shares of Common Stock underlying option grants made effective
January 2, 2001 at an exercise price of $25.94 per share, 25% of which will
become exercisable on January 2, 2002.
4/ Represents shares of Common Stock underlying option grants made effective
June 28, 2000 at an exercise price of $23.0625 per share, 25% of which will
become exercisable on June 28, 2001.
</FN>
2
Part I
Note: The document(s) containing the information specified by Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Group hereby incorporates by reference in this registration statement
the following documents:
1) Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
2) The description of the Group's Common Stock set forth in the Registration
Statement on Form 8-A under Section 12(b) of the Exchange Act and any future
amendment or report filed for the purpose of updating such description; and
3) The description of Preferred Stock Purchase Rights in the Registration
Statement on Form 8-A under Section 12(b) of the Exchange Act filed February 13,
1998 and any future amendment or report filed for the purpose of updating such
description.
All documents filed by the Group with the Commission after the date of this
Registration Statement under Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, and before the Group files a post-effective amendment which reports that
all securities offered in this Registration Statement have been sold, or to
deregister all unsold securities, shall also be deemed to be incorporated by
reference and to be part of this Registration Statement from the dates we file
each of those documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Group's Certificate of Incorporation provides that the liability of the
directors of the Group, both to the Group and to its stockholders, for monetary
damages, including liability for breach of fiduciary duty, shall be eliminated
to the fullest extent permissible under Delaware law. The Certificate also
provides that the Group shall indemnify any person who is or was a party or is
threatened to be made a party to any proceeding by reason of the fact that such
person
3
is or was an agent of the Group, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law.
The Group also maintains officers and director's liability insurance in the
amount of $20,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index attached hereto is incorporated by reference.
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;
(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 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
Exchange Act 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.
4
(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
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 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.
5
Signatures
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Jose, State of California, on May 7, 2001.
CALIFORNIA WATER SERVICE GROUP
By: /s/ Peter C. Nelson
-------------------
Peter C. Nelson
President and Chief Executive Officer
6
POWER OF ATTORNEY
The officers and directors of California Water Service Group whose
signatures appear below hereby constitute and appoint Peter C. Nelson and Gerald
F. Feeney, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do everything necessary to accomplish the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, and each of the undersigned does hereby ratify and confirm all that
each of said attorneys and agents, or their substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 18, 2001
Signature Title Date
- --------- ----- ----
/s/Peter C. Nelson President and Chief Executive April 18, 2001
- ------------------ Officer (Principal Executive
Peter C. Nelson Officer) and Director
/s/Gerald F. Feeney Vice President, Chief Financial April 18, 2001
- ------------------- Officer and Treasurer (Principal
Gerald F. Feeney Financial Officer)
/s/Robert W. Foy Chairman of the Board of Directors April 18, 2001
- ----------------
Robert W. Foy
/s/Edward D. Harris, Jr., M.D. Director April 18, 2001
- ------------------------------
Edward D. Harris, Jr., M.D.
/s/Robert K. Jaedicke Director April 18, 2001
- ---------------------
Robert K. Jaedicke
/s/Richard P. Magnuson Director April 18, 2001
- ----------------------
Richard P. Magnuson
7
Signature Title Date
- --------- ----- ----
/s/Langdon W. Owen Director April 18, 2001
- ------------------
Langdon W. Owen
/s/Linda R. Meier Director April 18, 2001
- -----------------
Linda R. Meier
/s/George A. Vera Director April 18, 2001
- -----------------
George A. Vera
8
EXHIBIT LIST
4.1 Certificate of Incorporation of California Water Service Group
(incorporated by reference to Exhibit A of the Registrant's Proxy
Statement dated March 18, 1999*)
4.2 Restated By-laws of California Water Service Group as amended on
January 26, 2000 (incorporated by reference to Exhibit 3-2 to Form 8-K
dated January 26, 2000*)
4.3 California Water Service Group Long Term Incentive Plan (incorporated
by reference to Appendix A of the Group's Proxy Statement dated March
17, 2000*)
5 Opinion of counsel as to the legality of securities being registered
23.1 Consent of counsel (included in Exhibit 5)
23.2 Consent of independent auditors
23.3 Consent of independent public accountants
24 Power of attorney (included in signature page of this registration
statement)
- ----------------
* File No. 001-13883.
9