As filed with the Securities and Exchange Commission on May 5, 2003
Registration No. 333-______
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UNITED STATES
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 95196-0380
(Address of principal executive offices) (Zip Code)
SJW CORP. LONG-TERM INCENTIVE 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
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Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
------------------------------------ ------------- -------- --------------------------- ----------------
SJW Corp. Long-Term Incentive Plan
Common Stock, $3.125 par value 300,000 shares $84.11 $25,233,000.00 $2,041.35
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the SJW Corp. Long-Term
Incentive 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 SJW Corp. Common Stock on
April 29, 2003, as reported by the American Stock Exchange.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
SJW Corp. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's latest annual report, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Registrant's annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock contained in
a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
ll reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange 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 deregisters 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. 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
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 317 of the California Corporation 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 mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the maximum extent permitted by the California
Corporation Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
II-1
Item 8. Exhibits
Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is made
to Registrant's registration statement describing the
Registrant's Common Stock, which is incorporated herein by
reference pursuant to Item 3(c) of this Registration
Statement.
5 Opinion and consent of Morgan, Lewis & Bockius LLP
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Morgan, Lewis & Bockius LLP is contained in Exhibit
5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1* SJW Corp. Long-Term Incentive Plan
* Exhibit 99.1 is incorporated herein by reference to Appendix B, of the
Registrant's Proxy Statement No. 001-08966 pursuant to Section 14(a) of the
Exchange Act, filed with the SEC on March 28, 2003.
Item 9. Undertakings
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 paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange 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
Long-Term Incentive 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
Exchange 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 SEC,
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.
II-2
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
2nd day of May, 2003.
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 either 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 either 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 either of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either 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 and Chief Executive Officer May 2, 2003
------------------------------------ (Principal Executive Officer)
W. Richard Roth
/s/ Angela Yip Chief Financial Officer and Treasurer May 2, 2003
------------------------------------ (Principal Financial Officer and Principal
Angela Yip Accounting Officer)
II-3
/s/ Mark L. Cali Director May 2, 2003
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Mark L. Cali
/s/ J. Philip DiNapoli Director May 2, 2003
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J. Philip DiNapoli
/s/ Drew Gibson Director May 2, 2003
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Drew Gibson
/s/ Douglas King Director May 2, 2003
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Douglas King
/s/ Ronald R. James Director May 2, 2003
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Ronald R. James
/s/ George E. Moss Director May 2, 2003
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George E. Moss
/s/ Roscoe Moss, Jr. Director May 2, 2003
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Roscoe Moss, Jr.
/s/ Charles J. Toeniskoetter Director May 2, 2003
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Charles J. Toeniskoetter
/s/ Fredrick R. Ulrich Director May 2, 2003
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Fredrick R. Ulrich
II-4
EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is
made to Registrant's registration statement describing the
Registrant's Common Stock, which is incorporated herein by
reference pursuant to Item 3(c) of this Registration
Statement.
5 Opinion and consent of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Morgan, Lewis & Bockius LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
99.1* SJW Corp. Long-Term Incentive Plan.
* Exhibit 99.1 is incorporated herein by reference to Appendix B, of the
Registrant's Proxy Statement No. 001-08966 pursuant to Section 14(a) of the
Exchange Act, filed with the SEC n March 28, 2003.