Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): June 8, 2010
MIDDLESEX
WATER COMPANY
(Exact
name of registrant as specified in its charter)
|
NEW JERSEY
|
0-422
|
22-1114430
|
|
(State or
other jurisdiction of
incorporation or
organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
1500
RONSON ROAD, P.O. BOX 1500, ISELIN, NEW JERSEY 08830
(Address
of principal executive offices, including zip code)
(732)-634-1500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 – Other Events
On June
8, 2010, Middlesex Water Company (the “Company”) entered into an Underwriting
Agreement with Janney Montgomery Scott LLC on behalf of itself and Edward D.
Jones & Co., L.P. (the “Underwriters”), which provides for the issuance and
sale by the Company (the “Offering”) and the purchase by the Underwriters of
1,700,000 shares (the “Firm Shares”) of the Company’s common stock, no par
value. The Company also granted to the Underwriters an option to
purchase up to 255,000 additional shares of its common stock (collectively with
the Firm Shares, the “Shares”), to cover over-allotments, if any. The
sale of the Firm Shares will result in net proceeds to the Company, after
underwriting commissions and offering expenses, of approximately $24.6
million. A copy of the Underwriting Agreement is filed as Exhibit 1.1
to this Current Report on Form 8-K. A copy of the opinion of Norris,
McLaughlin & Marcus, P.A. relating to the legality of the issuance and sale
of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
On June
9, 2010, the Company issued a press release announcing the sale of the Firm
Shares pursuant to the Underwriting Agreement.
Item
9.01 - Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
Description |
| |
|
|
1.1
|
Underwriting
Agreement, dated June 8, 2010, among the Registrant and the underwriters
named in Schedule I thereto.
|
|
5.1
|
Opinion
of Norris, McLaughlin & Marcus, P.A. as to the validity of the shares
of Common Stock.
|
|
99.1
|
Press
Release dated June 9, 2010
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf of the undersigned hereunto
duly authorized.
| |
MIDDLESEX WATER COMPANY |
|
| |
(Registrant)
|
|
| |
|
|
|
|
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By:
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/s/ Kenneth J. Quinn |
|
| |
|
Kenneth
J. Quinn
|
|
| |
|
Vice President, General Counsel, |
|
| |
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Secretary
and Treasurer
|
|
Dated: June
9, 2010