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: November 20, 2019
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 0-422 | 22-1114430 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
485C ROUTE 1 SOUTH, SUITE 400, ISELIN NEW JERSEY 08830
(Address of Principal Executive Offices) (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | MSEX | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 19, 2019, Middlesex Water Company (the “Company”) issued press a release announcing a proposed public offering of shares of the Company’s common stock, no par value (the “Offering”). Subsequently, on November 19, 2019, the Company issued a press release announcing the pricing of the Offering. Copies of such press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.
Neither the disclosures on this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy the securities described herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Middlesex Water Company Press Release dated November 19, 2019. |
| 99.2 | Middlesex Water Company Press Release dated November 19, 2019. |
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) | |
| /s/A. Bruce O’Connor | |
| A. Bruce O’Connor | |
| Senior Vice President, Treasurer and | |
| Chief Financial Officer |
Dated: November 20, 2019
2
Exhibit 99.1
MIDDLESEX WATER COMPANY ANNOUNCES PROPOSED
PUBLIC
OFFERING OF COMMON STOCK
ISELIN, NJ, (November 19, 2019) - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX), a provider of regulated and unregulated water and wastewater utility services, announced today a proposed public offering of approximately $35 million of shares of its common stock. All of the shares are being offered by Middlesex. In addition, Middlesex intends to grant the underwriters a 30-day option to purchase up to an additional $5.25 million of shares of its common stock.
Middlesex intends to use the net proceeds from the offering for general corporate purposes, including paying down short-term borrowings, completing acquisitions and funding initiatives.
Baird is acting as sole active book-running manager for the offering. Janney Montgomery Scott is acting as joint book-running manager for the offering. Boenning & Scattergood is acting as lead manager for the offering. The offering is subject to market and other customary closing conditions, and Middlesex cannot assure you as to whether or when the offering may be completed.
The proposed offering will be made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-3 (Registration No. 333-233649).
The offering may be made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement relating to the offering has been filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or from: Robert W. Baird & Co. Incorporated, Attention: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com; or Janney Montgomery Scott LLC, Attn: Equity Capital Markets Group, 60 State Street, Boston, MA 02109, or by email at prospectus@janney.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT MIDDLESEX WATER COMPANY
Organized in 1897, Middlesex provides regulated and unregulated water and wastewater utility services primarily in New Jersey and Delaware through various subsidiary companies.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on Middlesex’s current expectations. Such statements include, among others, the terms of the proposed common stock offering and the anticipated use of proceeds from the proposed offering. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, among others, general economic business conditions, unfavorable weather conditions, the success of certain cost containment initiatives, changes in regulations or regulatory treatment, availability and the cost of capital, the success of growth initiatives and other factors discussed in our filings with the SEC. More information about potential risk factors that could affect Middlesex and its results is included in the Company’s filings with the SEC.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
bsohler@middlesexwater.com
(732) 638-7549
Exhibit 99.2
MIDDLESEX WATER COMPANY ANNOUNCES PRICING
OF PUBLIC
OFFERING OF COMMON STOCK
ISELIN, NJ, (November 19, 2019) - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX), a provider of regulated and unregulated water and wastewater utility services, announced today the pricing of its previously announced underwritten public offering of common stock. Middlesex priced an offering of 661,157 shares of its common stock at a price to the public of $60.50 per share. The size of the offering has been increased from the previously-announced $35 million of shares of Middlesex common stock to approximately $40 million of shares of Middlesex common stock. The aggregate gross proceeds from the offering are expected to be approximately $40 million, before deducting the underwriting discounts and commissions payable by Middlesex. Middlesex has granted the underwriters a 30-day option to purchase up to 99,173 additional shares of its common stock at the public offering price, less underwriting discounts and commissions.
Middlesex intends to use the net proceeds from the offering for general corporate purposes, including paying down short-term borrowings, completing acquisitions and funding initiatives.
Baird is acting as sole active book-running manager for the offering. Janney Montgomery Scott is acting as joint book-running manager for the offering. Boenning & Scattergood is acting as lead manager for the offering.
The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-3 (Registration No. 333-233649).
The offering may be made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement relating to the offering has been filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or from: Robert W. Baird & Co. Incorporated Attention: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com; or Janney Montgomery Scott LLC, Attention: Equity Capital Markets Group, 60 State Street, Boston, MA 02109 or by email at prospectus@janney.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT MIDDLESEX WATER COMPANY
Organized in 1897, Middlesex provides regulated and unregulated water and wastewater utility services primarily in New Jersey and Delaware through various subsidiary companies.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on Middlesex’s current expectations. Such statements include, among others, the terms of the common stock offering and the anticipated use of proceeds from the offering. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, among others, general economic business conditions, unfavorable weather conditions, the success of certain cost containment initiatives, changes in regulations or regulatory treatment, availability and the cost of capital, the success
of growth initiatives and other factors discussed in our filings with the SEC. More information about potential risk factors that could affect Middlesex and its results is included in the Company’s filings with the SEC.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
bsohler@middlesexwater.com
(732) 638-7549