As filed with the Securities and Exchange Commission on August 11, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Equity 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
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 1,000,000 shares $37.277 37,277,000 $4,387.50 1/
share, along with
preferred stock
purchase rights
- ----------------------- ------------------ ------------------------- ------------------------ ------------------
1/ In addition to the common stock and preferred stock purchase rights 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). Fee calculated pursuant to Rule 457(c) based on the average of the
high and low prices on the New York Stock Exchange on August 9, 2005 of $37.277.
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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 registrant hereby incorporates by reference in this registration
statement the following documents:
1) Annual Report on Form 10-K of the registrant for the fiscal year
ended December 31, 2004;
2) Quarterly Report on Form 10-Q of the registrant for the quarters
ended March 31 and June 30, 2005;
3) Current Reports on Form 8-K of the registrant filed on February 8,
April 7 and April 28, 2005 (a second Current Report on Form 8-K was furnished,
but not filed, on April 28, 2005 and is not being incorporated by reference
herein) and the Current Report on Form 8-K filed on July 28, 2005 (as
subsequently amended);
4) The description of the registrant's common stock set forth in the
Registration Statement on Form 8-A under Section 12(b) of the Exchange Act filed
March 18, 1994 and any future amendment or report filed for the purpose of
updating such description; and
5) The description of the registrant's 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 (but not furnished) by the registrant 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 registrant 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.
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Item 6. Indemnification of Officers and Directors.
The company 's Certificate of Incorporation provides that the liability of
our directors, both to the company 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 company 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 that
person is or was an agent of the company, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law. The company also maintains
officers and director's liability insurance.
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
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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
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.
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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 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 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 and on the dates indicated.
Signature Title
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/s/Peter C. Nelson President and Chief Executive May 20, 2005
- ------------------ Officer (Principal Executive
Peter C. Nelson Officer) and Director
/s/Richard D. Nye Vice President, Chief Financial May 20, 2005
- ----------------- Officer and Treasurer (Principal
Richard D. Nye Financial and Accounting Officer)
/s/Robert W. Foy
- ---------------- Director, Chairman of the Board May 20, 2005
Robert W. Foy of Directors
/s/Douglas M. Brown Director May 20, 2005
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Douglas M. Brown
/s/Edward D. Harris, Jr., M.D. Director May 20, 2005
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Edward D. Harris, Jr., M.D.
/s/Bonnie G. Hill Director May 20, 2005
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Bonnie G. Hill
/s/David N. Kennedy Director May 20, 2005
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David N. Kennedy
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Signature Title
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/s/Richard P. Magnuson Director May 20, 2005
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Richard P. Magnuson
/s/Linda R. Meier Director May 20, 2005
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Linda R. Meier
/s/George A. Vera Director May 20, 2005
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George A. Vera
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EXHIBIT LIST
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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 the
registrant's Current Report on Form 8-K dated January 26, 2000*)
4.3 California Water Service Group Equity Incentive Plan (incorporated by
reference to Appendix B of the registrant's Proxy Statement dated March
25, 2005*)
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 KPMG LLP as independent registered public accounting firm
24 Power of attorney (included in signature page of this registration
statement)
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* File No. 001-13883.
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