S-8 POS: Post-effective amendment to a S-8 registration statement

As filed with the Securities and Exchange Commission on August 11, 2005
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(333-60810)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


CALIFORNIA WATER SERVICE GROUP
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(Exact name of registrant as specified in its charter)


Delaware
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(State or other jurisdiction of incorporation or organization)


77-0448994
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(I.R.S. Employer Identification Number)


1720 North First Street, San Jose, California 95112-4598
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(Address of principal executive offices) (Zip Code)


California Water Service Group Long-Term Incentive Plan
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(Full Title of the Plan)


Richard D. Nye
California Water Service Group
1720 North First Street
San Jose, CA 95112-4598
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(Name and address of agent for service)


(408) 367-8200
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Telephone Number, Including Area Code, of Agent For Service



EXPLANATORY NOTE

On May 11, 2001, the registrant filed a Registration Statement on Form S-8 (File
No. 333-60810) to register 1,500,000 shares of its common stock issuable on
exercise of stock options under its Long-Term Incentive Plan. Options to
purchase 102,350 shares of common stock are outstanding under the Long-Term
Incentive Plan and 44,650 shares have been issued on exercise of options.
1,350,000 shares remain available for future issuance.

On April 27, 2005, the registrant's stockholders approved the California Water
Service Group Equity Incentive Plan which replaces the Long-Term Incentive Plan.
The Equity Incentive Plan provides for the issuance of up to 1,000,000 shares of
the registrant's common stock. No new awards will be made under the Long-Term
Incentive Plan except the Long-Term Incentive Plan will continue to apply to the
102,350 options outstanding.

Pursuant to Section G. Securities Act Forms, Question 89 of the Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations (July
1997), and Instruction E to Form S-8, the registrant hereby carries forward from
this registration statement to a new Registration Statement on Form S-8 being
filed concurrently herewith, 1,000,000 shares of its common stock previously
registered on the registration statement being amended hereby. As a result of
the filing of this amendment, 455,350 shares of the registrant's common stock
remain registered and unsold under Registration Statement 333-60810. Pursuant to
the registrant's undertakings, any securities remaining unsold at the
termination of the offering represented by Registration Statement 333-60810 will
be removed from registration by means of a post-effective amendment.


2


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 amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on August 11,
2005.


CALIFORNIA WATER SERVICE GROUP



By: /s/ Richard D. Nye
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Richard D. Nye
Vice President, Chief Financial Officer
and Treasurer


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POWER OF ATTORNEY

The officers and directors of California Water Service Group whose
signatures appear below hereby constitute and appoint Peter C. Nelson and
Richard D. Nye, 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 Registration Statement on Form S-8 (File No.
333-60810) 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 amendment to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.