As filed with the Securities and Exchange Commission on
August 10, 2005
Registration No. 333---------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SJW CORP.
(Exact name of registrant as specified in its charter)
California 77-0066628
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
374 W. Santa Clara Street
San Jose, CA 95113
(Address of principal executive offices) (Zip Code)
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SJW CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
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W. Richard Roth
President and Chief Executive Officer
SJW Corp.
374 W. Santa Clara Street
San Jose, CA 95113
(Name and address of agent for service)
(408) 279-7800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Securities to to be Offering Price Offering Registration
Be Registered Registered(1) Per Share(2) Price(2) Fee
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SJW Corp. Employee Stock
Purchase Plan
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Common Stock, $1.042 135,200 shares $48.19 $6,515,288 $766.85
par value -------------- ---------
135,200 shares Aggregate
registration Fee $766.85
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(1) This Registration Statement shall also cover any additional
shares of Common Stock attributable to the registered shares which become
issuable under the Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of the Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling price per share of the Registrant's Common Stock
on August 8, 2005, as reported by the American Stock Exchange.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
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SJW Corp. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, filed with the Commission on March 7, 2005, as
amended on Form 10-K/A on March 25, 2005;
(b) The Registrants Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2005, and June 30, 2005, filed with the Commission
on May 6, 2005 and August 5, 2005;
(c) The Registrant's Current Report on Form 8-K filed with the
Commission on August 2, 2005 (Item 1.01 only); and
(d) The description of the Registrant's Common Stock contained in a
registration statement filed under the Securities and Exchange Act of 1934, as
amended (the "1934 Act"), including any amendment or report filed for the
purpose of updating such description.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which de-registers all securities then remaining unsold shall be deemed to
be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Unless expressly
incorporated into this Registration Statement, a report furnished but not
filed on Form 8-K shall not be incorporated by reference into this
Registration Statement. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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Section 317 of the California Corporations Code authorizes a court
to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended (the "1933 Act"). The Registrant's Bylaws provide for
permissible indemnification of officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition,
the Registrant has entered into Indemnification Agreements with each of its
directors which provide its directors with further indemnification to the
maximum extent permitted by the California Corporations Code.
Item 7. Exemption from Registration Claimed
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Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4.1 Instruments Defining the Rights of Shareholders. Reference
is made to Registrant's registration statement describing
the Registrant's Common Stock, which is incorporated herein
by reference pursuant to Item 30 to this Registration
Statement.
5* Opinion and consent of Morgan, Lewis & Bockius LLP.
23.1* Consent of KPMG LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of Morgan, Lewis & Bockius LLP is contained in
Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1* SJW Corp. Employee Stock Purchase Plan.
* Filed herewith.
Item 9. Undertakings
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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 1933 Act, (ii) to reflect in the
prospectus any facts or events arising after the effective date of this
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 this Registration Statement and (iii) 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 this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those clauses 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 1934 Act that are incorporated
by reference into this Registration Statement; (2) that for the purpose of
determining any liability under the 1933 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 bona fide offering thereof; and (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
Registrant's Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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
1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item
6 or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
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 this 8th day of August, 2005.
SJW Corp.
By: /s/ W. Richard Roth
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W. Richard Roth
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of SJW Corp., a
California corporation, do hereby constitute and appoint W. Richard Roth and
Angela Yip, and each of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both pre-effective and post-effective,
and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents,
or any one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ W. Richard Roth President, Chief Executive August 8, 2005
------------------- Officer and Director
W. Richard Roth (Principal Executive Officer)
/s/ Angela Yip Chief Financial Officer and August 8, 2005
------------------- Treasurer (Principal Financial
Angela Yip and Accounting Officer)
/s/ Mark L. Cali Director August 8, 2005
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Mark L. Cali
/s/ J. Philip DiNapoli Director August 8, 2005
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J. Philip DiNapoli
/s/ Drew Gibson Director August 8, 2005
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Drew Gibson
/s/ Douglas R. King Director August 8, 2005
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Douglas R. King
/s/ George E. Moss Director August 8, 2005
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George E. Moss
/s/ Charles J. Toeniskoetter Director August 8, 2005
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Charles J. Toeniskoetter
/s/ Frederick R. Ulrich, Jr. Director August 8, 2005
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Frederick R. Ulrich, Jr.
EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Instruments Defining the Rights of Shareholders. Reference
is made to Registrant's registration statement describing
the Registrant's Common Stock, which is incorporated herein
by reference pursuant to Item 30 to this Registration
Statement.
5* Opinion and consent of Morgan, Lewis & Bockius LLP.
23.1* Consent of KPMG LLP, Independent Registered Public
Accounting Firm.
23.2 Consent of Morgan, Lewis & Bockius LLP is contained in
Exhibit 5.
24.1 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1* SJW Corp. Employee Stock Purchase Plan.
* Filed herewith.