MIDDLESEX WATER COMPANY (NASDAQ:MSEX) Files An 8-K Other Events
Item 8.01. Other Events
Middlesex Water Company (the “Company”) administers the Middlesex Water Company Investment Plan (the “Plan”) to promote stock ownership among existing and new investors in the Company by providing a convenient and economical method to purchase shares of the Company’s Common Stock, no par value (“Common Stock”), directly and reinvest cash dividends in shares of Common Stock without payment of a brokerage commission. On September 27, 2019, the Company determined it had inadvertently sold shares of Common Stock through the Plan from August 1, 2018 through September 3, 2019 (the “Eligible Period”) after the registration statement covering sales through the Plan had expired and therefore was no longer effective. Under applicable federal securities laws, participants in the Plan who purchased shares of Common Stock may have a right to rescind their purchases and require the Company to repurchase their shares for an amount equal to the price paid for such shares (or, if such shares have been sold, to receive payment for any loss that was incurred on the sale), less any dividends paid on such shares, plus interest. Generally, the federal statute of limitations applicable to securities rescission rights is one year from the date of acquisition of the security, but in no event later than three years after the security was bona fide offered to the public.
On October 2, 2019, the Company’s Board of Directors approved a plan to voluntarily offer a right of rescission (the “Rescission Offer”) to Plan participants who purchased shares of the Company’s Common Stock during the Eligible Period. During the Eligible Period, Plan participants purchased 232,643 shares of Company Common Stock at an average price of $55.79 per share. The price of the Company’s common stock at the close of business on October 2, 2019 was $63.80. Based on the current market price of the Common Stock, the Company does not expect that the exercise of any applicable rescission rights will have a material impact on its results of operations, financial condition or liquidity.
The Company will register the Rescission Offer and notify eligible Plan participants of the Rescission Offer. In addition, the Company will register the sale of the Common Stock that is the subject of the Rescission Offer. Eligible Plan participants will have thirty (30) days from the notification date to decide to accept or reject the Rescission Offer.
The Company has exercised its right under Section 45 of the Plan to suspend the Plan effective September 30, 2019. Consequently, shares of the Company’s Common Stock will not be issued under the Plan until the suspension is lifted by the Company. Optional cash purchase funds received from Plan participants and held by the Company’s Registrar and Transfer Agent, Broadridge Corporate Issuer Services, Inc., shall be retained until the earlier of the next authorized optional cash purchase date or November 4, 2019. If the Plan remains suspended on November 4, 2019, optional cash purchase funds received from Plan participants shall be returned to the Plan participants.
The Company is not making an offer to sell or purchase nor is the Company soliciting an offer to buy or sell securities in any jurisdiction where such offer, solicitation or sale is not permitted.
This Current Report on Form 8-K contains “forward-looking statements” that do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions. These statements can often be identified by the use of forward-looking terminology such as “believe,” “expect,” “intend,” “may,” “will,” “should,” or “anticipate” or similar terminology. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except for the Company’s ongoing obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which the Company competes, the forward-looking statements of the Company contained in this Current Report on Form 8-K are also subject various risks and uncertainties, including those set forth in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed on March 8, 2019), and in its subsequent filings made with the Securities and Exchange Commission.
About MIDDLESEX WATER COMPANY (NASDAQ:MSEX)
Middlesex Water Company is a water utility company. The Company has two segments: regulated and non-regulated. The regulated business includes collecting, treating and distributing water on a retail and wholesale basis to residential, commercial, industrial and fire protection customers in parts of New Jersey, Delaware and Pennsylvania. Its segment also includes regulated wastewater systems in New Jersey and Delaware. The non-regulated business includes non-regulated contract services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware. The Company owns and operates regulated water utility and wastewater systems in New Jersey, Delaware and Pennsylvania. The Company also operates water and wastewater systems under contract on behalf of municipal and private clients in New Jersey and Delaware. Its subsidiaries include Tidewater Utilities, Inc. (Tidewater) and Tidewater Environmental Services, Inc. (TESI).