As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
PHILADELPHIA SUBURBAN CORPORATION
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1702594
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
(610) 527-8000
----------------------------------------
(Address of principal executive offices)
1994 EQUITY COMPENSATION PLAN
-----------------------------
(Full title of the plan)
ROY H. STAHL
PHILADELPHIA SUBURBAN CORPORATION
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
---------------------------------------
(Name and address of agent for service)
(610) 527-8000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
---------------
Copy to:
N. JEFFREY KLAUDER
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5694
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee (3)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value 1,000,000 $27.375 $27,375,000 $7,610.25
========================================================================================================================
(1) This registration statement covers shares of Common Stock of Philadelphia
Suburban Corporation, which may be offered or sold pursuant to the 1994
Equity Compensation Plan (the "Plan"). The contents of two earlier
registration statements, Registration No. 333-26613 covering 1,425,000
shares of Common Stock under the Plan and Registration No. 33-53689
covering 675,000 shares of Common Stock (as adjusted for a 3 for 2 stock
split effectuated in June 1996) under the Plan, are each incorporated by
reference in this Registration Statement. Pursuant to Rule 457(h)(2), no
separate registration fee is required with respect to the interests in the
Plan. This registration statement also relates to an indeterminate number
of shares of Common Stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high ($27.75) and low ($27.00) sales prices for a share of Common
Stock on January 15, 1999, as reported on the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum offering
price multiplied by .000278.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included within Exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement).
99.1 Amendment 1998-1 to Philadelphia Suburban Corporation's 1994 Equity
Compensation Plan, as amended and restated.
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Bryn Mawr, Pennsylvania on January 18, 1999.
PHILADELPHIA SUBURBAN CORPORATION
By: /s/ Nicholas DeBenedictis
-----------------------------------
Nicholas DeBenedictis
Chairman of the Board and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roy H. Stahl and Michael P. Graham and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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
--------- ----- ----
/s/ Nicholas DeBenedictis Chairman and President January 18, 1999
- ---------------------------- (Principal Executive Officer)
Nicholas DeBenedictis
/s/ Michael P. Graham Senior Vice President - Finance January 18, 1999
- ---------------------------- (Principal Financial
Michael P. Graham and Accounting Officer)
/s/ G. Fred DiBona, Jr. Director January 18, 1999
- ----------------------------
G. Fred DiBona, Jr.
/s/ Mary C. Carroll Director January 18, 1999
- ----------------------------
Mary C. Carroll
/s/ Alan R. Hirsig Director January 18, 1999
- ----------------------------
Alan R. Hirsig
/s/ Richard H. Glanton, Esq. Director January 18, 1999
- ----------------------------
Richard H. Glanton, Esq.
/s/ John F. McCaughan Director January 18, 1999
- ----------------------------
John F. McCaughan
/s/ Richard L. Smoot Director January 18, 1999
- ----------------------------
Richard L. Smoot
Director January __, 1999
- -----------------------------
Harvey J. Wilson
S-2
PHILADELPHIA SUBURBAN CORPORATION
INDEX TO EXHIBITS
Exhibit Number Document
- -------------- --------
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick, LLP.
99.1 Amendment 1998-1 to Philadelphia Suburban Corporation's 1994
Equity Compensation Plan, as amended and restated.
EXHIBIT 5.1
[LETTERHEAD FOR MORGAN, LEWIS & BOCKIUS LLP]
1701 Market Street
Philadelphia, PA 19103
215-963-5000
Fax: 215-963-5299
January 20, 1999
Philadelphia Suburban Corporation
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
Re: Philadelphia Suburban Corporation: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Philadelphia Suburban Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of up to 1,000,000 shares of Common
Stock, par value $.50 per share (the "Shares"), of the Company to be issued in
connection with the Company's 1994 Equity Compensation Plan, as amended (the
"Plan"). In rendering the opinion set forth below, we have reviewed (a) the
Registration Statement; (b) the Company's Articles of Incorporation and Bylaws;
(c) certain records of the Company's corporate proceedings as reflected in its
minute books; (d) the Plan; and (e) such records, documents, statutes and
decisions as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original of all documents submitted to
us as copies thereof.
Our opinions set forth below is limited to the Business Corporation Law of the
Commonwealth of Pennsylvania (the "BCL").
Based upon the foregoing, we are of the opinion that the Shares will, when
issued in the manner and on the terms described in the Registration Statement
and the Plan, be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
The opinion expressed herein is solely for your benefit, and may be relied upon
only by you.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
- -------------------------------
Morgan, Lewis & Bockius LLP
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Philadelphia Suburban Corporation
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Philadelphia Suburban Corporation of our report dated January 28, 1998,
relating to the consolidated balance sheets and statements of capitalization of
Philadelphia Suburban Corporation and subsidiaries as of December 31, 1997 and
1996 and the related consolidated statements of income and cash flows for each
of the years in the three-year period ended December 31, 1997 which report is
incorporated by reference in the December 31, 1997 Annual Report on Form 10-K of
Philadelphia Suburban Corporation.
/s/ KPMG Peat Marwick LLP
- --------------------------
Philadelphia, Pennsylvania
January 19, 1999