As filed with the Securities and Exchange Commission on
August 11, 2005
Registration No. 333-127383
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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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EXPLANATORY NOTE
On August 10, 2005 SJW Corp. (the "Registrant")
registered with the Securities and Exchange Commission (the
"Commission") on a Form S-8 Registration Statement, Registration
Number 333-127383 (the "Registration Statement"), 135,200 shares
of its Common Stock under the Registrant's Employee Stock
Purchase Plan. Exhibit 23.1 to the Registration Statement
contained an inadvertent error. As a result of such error, the
consent of the Independent Registered Public Accounting Firm to
incorporate by reference its attestation report on management's
assessment of internal controls over financial reporting as of
December 31, 2004 and the effectiveness of internal control over
financial reporting as of December 31, 2004, which reports
appear in Registrant's December 31, 2004 annual report on Form
10-K, was not included in Exhibit 23.1. To correct such
inadvertent error, the Registrant hereby amends Exhibit 23.1, in
the form filed as Exhibit 23.1 hereto, effective retroactive to
the August 10, 2005 filing date of the Registration Statement.
The filing of this Post-Effective Amendment No. 1 is not an
admission by the registrant that the Registration Statement No.
333-127383 on Form S-8, when filed, knowingly included any
untrue statement of material fact or omitted to state a material
fact necessary to make the statements made therein not
misleading.
PART II
Information Required in the Registration Statement
Item 8. Exhibit
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Exhibit Number Exhibit
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23.1 Consent of KPMG LLP, Independent Registered Public
Accounting Firm.
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 11th day of August, 2005.
SJW Corp.
By: /s/ W. Richard Roth
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W. Richard Roth
President and Chief Executive Officer
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 11, 2005
------------------- Officer and Director
W. Richard Roth (Principal Executive Officer)
/s/ Angela Yip Chief Financial Officer and August 11, 2005
------------------- Treasurer (Principal Financial
Angela Yip and Accounting Officer)
*/s/ Mark L. Cali Director August 11, 2005
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Mark L. Cali
*/s/ J. Philip DiNapoli Director August 11, 2005
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J. Philip DiNapoli
*/s/ Drew Gibson Director August 11, 2005
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Drew Gibson
*/s/ Douglas R. King Director August 11, 2005
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Douglas R. King
*/s/ George E. Moss Director August 11, 2005
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George E. Moss
*/s/ Charles J. Toeniskoetter Director August 11, 2005
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Charles J. Toeniskoetter
*/s/ Frederick R. Ulrich, Jr. Director August 11, 2005
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Frederick R. Ulrich, Jr.
* By: /s/ Angela Yip
Attorney-in-fact
EXHIBIT INDEX
Exhibit Number Exhibit
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23.1 Consent of KPMG LLP, Independent Registered Public
Accounting Firm.