New
Jersey
(State
or other jurisdiction of incorporation or
organization)
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22-1114430
(I.R.S.
Employer Identification Number)
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1500
Ronson Road, Iselin, New Jersey 08830
(732)
634-1500
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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_______________________________
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A.
BRUCE O’CONNOR
Vice
President and Chief Financial Officer
Middlesex
Water Company
1500
Ronson Road, Iselin, New Jersey 08830-3020
(732)
638-7502
(Name,
address, including zip code. and telephone number, including area code, of
agent for service)
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_______________________________
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With
Copies to:
DOUGLAS
R. BROWN, ESQ.
Norris,
McLaughlin & Marcus, P.A.
721
Route 202-206, P.O. Box 5933
Bridgewater,
New Jersey 08807
(908)722-0700
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Page
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ABOUT
THIS PROSPECTUS
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1
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RISK
FACTORS
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3
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FORWARD-LOOKING
STATEMENTS
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3
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USE
OF PROCEEDS
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5
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DESCRIPTION
OF CAPITAL STOCK
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5
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DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
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6
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PLAN
OF DISTRIBUTION
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8
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LEGAL
MATTERS
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10
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EXPERTS
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10
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WHERE
YOU CAN FIND MORE INFORMATION
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10
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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10
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•
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Serve
as a trusted and continually-improving provider of safe, reliable and
cost-effective water, wastewater and related
services.
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•
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Provide
a comprehensive suite of water and wastewater solutions in the
continually-developing Delaware market that results in profitable
growth.
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•
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Pursue
profitable growth in our core states of New Jersey and Delaware, as well
as additional states.
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•
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Invest
in products, services and other viable opportunities that complement our
core competencies.
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-
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statements
as to expected financial condition, performance, prospects and earnings of
the Company;
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-
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statements
regarding strategic plans for
growth;
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-
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statements
regarding the amount and timing of rate increases and other regulatory
matters, including the recovery of certain costs recorded as regulatory
assets;
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-
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statements
as to the Company’s expected liquidity needs during the upcoming fiscal
year and beyond and statements as to the sources and availability of funds
to meet its liquidity needs;
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-
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statements
as to expected rates, consumption volumes, service fees, revenues,
margins, expenses and operating
results;
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-
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statements
as to the Company’s compliance with environmental laws and regulations and
estimations of the materiality of any related
costs;
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-
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statements
as to the safety and reliability of the Company’s equipment, facilities
and operations;
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-
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statements
as to financial projections;
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-
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statements
as to the ability of the Company to pay
dividends;
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-
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statements
as to the Company’s plans to renew municipal franchises and consents in
the territories it serves;
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-
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expectations
as to the amount of cash contributions to fund the Company’s retirement
benefit plans, including statements as to anticipated discount rates and
rates of return on plan assets;
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-
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statements
as to trends; and
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-
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statements
regarding the availability and quality of our water
supply.
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the
effects of general economic
conditions;
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-
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increases
in competition in the markets served by the
Company;
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-
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the
ability of the Company to control operating expenses and to achieve
efficiencies in its operations;
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-
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the
availability of adequate supplies of
water;
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-
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actions
taken by government regulators, including decisions on base rate increase
requests;
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-
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new
or additional water quality
standards;
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-
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weather
variations and other natural
phenomena;
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-
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the
existence of financially attractive acquisition candidates and the risks
involved in pursuing those
acquisitions;
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-
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acts
of war or terrorism;
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-
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significant
changes in housing starts in
Delaware;
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-
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the
availability and cost of capital
resources;
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-
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the
ability to translate Preliminary Survey & Investigation charges into
viable projects; and
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-
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other
factors discussed elsewhere in this
prospectus.
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·
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If
we use an underwriter or underwriters, we will execute an underwriting
agreement and the offered securities will be acquired by the underwriters
for their own account.
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·
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We
will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers will
receive, in the prospectus supplement. The underwriter may sell the
securities to or through dealers, and the underwriter may compensate those
dealers in the form of discounts, concessions or
commissions.
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·
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The
underwriters will use this prospectus and the prospectus supplement to
sell our securities.
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·
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We
may grant underwriters who participate in the distribution of our
securities an option to purchase additional securities in connection with
the distribution.
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·
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If
we use a dealer, we, as principal, will sell our securities to the
dealer.
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·
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The
dealer will then resell our securities to the public at varying prices
that the dealer will determine at the time it sells our
securities.
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·
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We
will include the name of the dealer and the terms of our transactions with
the dealer in the prospectus
supplement.
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·
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We
will name any agent involved in offering or selling our securities and any
commissions that we will pay to the agent in the prospectus
supplement.
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·
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Unless
indicated otherwise in the prospectus supplement, our agents will act on a
best efforts basis for the period of their
appointment.
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·
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An
agent may be deemed to be underwriters under the Securities Act of any of
our securities that they offer or
sell.
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·
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If
we use delayed delivery contracts, we will disclose that we are using them
in the prospectus supplement and will tell you when payment will be
demanded and securities delivered under the delayed delivery
contracts.
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·
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These
delayed delivery contracts will be subject only to the conditions set
forth in the prospectus supplement.
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·
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We
will indicate in the prospectus supplement the commission that
underwriters and agents soliciting purchases of our securities under
delayed delivery contracts will be entitled to
receive.
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Item 14.
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Other
Expenses of Issuance and Distribution
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Item
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Amount
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SEC
registration fee
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$
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6,417.00
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Nasdaq
listing fee
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20,000.00
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Accounting
fees and expenses
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50,000.00
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Legal
fees and expenses
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115,000.00
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Printing
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15,000.00
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Transfer
agent fees and expenses
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1,000.00
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Miscellaneous
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52,583.00
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Total
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$
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260,000.00
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Item 15.
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Indemnification
of Directors and Officers
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Item 16.
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Exhibits
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Document Description | ||||
1.1*
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Form
of Underwriting Agreement.
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4.1
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Form
of Common Stock Certificate, is incorporated by reference to
Exhibit 2(a) filed with the Company’s Registration Statement
No. 2-55058.
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4.2
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Articles
7A through 7F, 8, 9 and 10 of the Restated Certificate of
Incorporation are incorporated herein by reference to Exhibit 3.1 to
the Company’s Annual Report on Form 10-K for the Year ended
December 31, 1998.
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4.3
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Certificate
of Amendment to the Restated Certificate of Incorporation, filed with the
State of New Jersey on June 20, 1997, is incorporated herein by reference
to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 1997.
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4.4
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Certificate
of Amendment to the Restated Certificate of Incorporation, filed with the
State of New Jersey on May 27, 1998, is incorporated herein by reference
to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 1998.
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4.5
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Certificate
of Amendment to the Restated Certificate of Incorporation, filed with the
State of New Jersey on June 10, 1998, is incorporated herein by reference
to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 1998.
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4.6
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Certificate
of Correction of Middlesex Water Company filed with the State of New
Jersey on April 30, 1999, is incorporated herein by reference to
Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A-2 for
the year ended December 31, 2003.
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4.7
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Certificate
of Amendment to the Restated Certificate of Incorporation of Middlesex
Water Company, filed with the State of New Jersey on February 17,
2000, is incorporated herein by reference to Exhibit 3.4 to the
Company’s Annual Report on Form 10-K/A-2 for the year ended
December 31, 2003.
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4.8
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Certificate
of Amendment to the Restated Certificate of Incorporation of Middlesex
Water Company, filed with the State of New Jersey on June 5, 2002, is
incorporated herein by reference to Exhibit 3.5 to the Company’s
Annual Report on Form 10-K/A-2 for the year ended December 31,
2003.
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4.9
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Certificate
of Amendment to the Restated Certificate of Incorporation, filed with the
State of New Jersey on June 19, 2007, is incorporated herein by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 30,
2010.
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4.10
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By-laws
of Middlesex Water Company are incorporated herein by reference to
Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2005.
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5**
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Opinion
of Counsel Re: Legality of Securities Registered.
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23.1**
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Consent
of Independent Registered Public Accounting Firm.
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23.2**
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Consent
of Counsel is included in its legal opinion filed as
Exhibit 5.
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24**
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Power
of Attorney (is included as a part of the signature page of this
registration statement).
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*
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To
be filed by amendment or as an exhibit to a document to be incorporated by
reference in the prospectus forming a part of this registration
statement.
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**
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Previously
filed.
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Item 17.
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Undertakings
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a.
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The
undersigned registrant hereby
undertakes:
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ii.
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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) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
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iii.
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To
include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in the registration
statement;
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2.
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That,
for the purpose of determining any liability under the Securities Act,
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
bonafide offering thereof.
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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.
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4.
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That,
for the purpose of determining liability under the Securities Act to any
purchaser:
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i.
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration
statement; and
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ii.
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Each
prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5),
or (b)(7)
as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the
Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into
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That,
for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the
securities: the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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b.
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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
that time shall be deemed to be the initial bona fide offering
thereof.
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c.
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Insofar
as indemnification for liabilities arising under the Securities Act may be
available 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 Securities 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 Securities Act and will be governed
by the final adjudication of such
issue.
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MIDDLESEX
WATER COMPANY
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(Registrant)
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By:
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/s/
A. Bruce O’Connor
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Name:
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A.
Bruce O’Connor
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Title:
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Vice
President and Chief Financial
Officer
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Signature
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Title
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Date
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*
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Chairman
of the Board and Director
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May 13, 2010 | ||
J.
Richard Tompkins
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/s/A.
Bruce O’Connor
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Vice
President and Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer)
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May 13, 2010 | ||
A.
Bruce O’Connor
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*
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President,
Chief Executive Officer and Director (Principal Executive
Officer)
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May 13, 2010 | ||
Dennis
W. Doll
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*
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Director
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May 13, 2010 | ||
John
C. Cutting
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Signature
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Title
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Date | ||
*
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Director
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May 13, 2010 | ||
Annette
Catino
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*
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Director
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May 13, 2010 | ||
Steven
M. Klein
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*
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Director
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May 13, 2010 | ||
John
R. Middleton, M.D.
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*
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Director
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May 13, 2010 | ||
John
P. Mulkerin
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*
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Director
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May 13, 2010 | ||
Walter
G. Reinhard
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*
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Director
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May 13, 2010 | ||
Jeffries
Shein
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*
By:
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/s/
A. Bruce O’Connor
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May 13, 2010 | ||
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A.
Bruce O’Connor
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Attorney-In-Fact
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