UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Corporate Name Change to Essential Utilities, Inc.
As previously announced on January 16, 2020, on February 3, 2020, Aqua America, Inc. (the “Company”) changed its name to Essential Utilities, Inc.
The CUSIP number and ticker symbol for its common stock changed as a result of the corporate name change. The new CUSIP for the common stock is 29670G 102 and the new ticker symbol for its common stock is “WTRG”. The CUSIP number for the Company’s 6.00% Tangible Equity Units is 29670G 201 and the ticker symbol will remain the same at WTRU.
Effective February 3, 2020, the Company’s website changed to www.essential.co.
A copy of the filed Articles of Amendment to the Company’s Articles of Incorporation, as amended, are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Articles of Amendment to the registrant’s Articles of Incorporation, as amended, filed with the Department of State of the Commonwealth of Pennsylvania and effective February 3, 2020. |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Essential Utilities, Inc.
| By: | /s/ Christopher P. Luning | |
| Christopher P. Luning | ||
| Executive Vice President, General Counsel and Secretary |
Dated: February 3, 2020
Entity# : 279757 Date Filed : 01/30/2020 Effective Date : 02/03/2020 Pennsylvania Department of State PENNSYLVANIA DEPARTMENT OF STATE BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS ? Return document by mail to: 807634 Articles of Amendment Domestic Corporation Esquire Assist, Ltd. DSCB:15-1915/5915 (rev. 7/2015) Counter Pick-Up TC0200130MC0482 Return document by email to: Read all instructions prior to completing. This form may be si Fee: $70 Check one: Business Corporation (§ 1915) Nonprofit Corporation (§ 5915) In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: Aqua America, Inc. 2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: (Complete only (a) or (b), not both) (a) Number and Street City State Zip County 762 Lancaster Ave, Bryn Mawr, PA 19087-0, Montgomery (b) Name of Commercial Registered Office Provider County c/o: 3. The statute by or under which it was incorporated: Pennsylvania Business Corporation Law of 1933 4. The date of its incorporation: 11/14/1968 (MM/DD/YYYY) 5. Check, and if appropriate complete, one of the following: The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on: 02/03/2020 at 12:01 a.m. Date (MM/DD/YYYY) Hour (if any) 2020 JAN 30
DSCB: 15-1915/5915-2 6. Check one of the following: The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914(a) and (b) or § 5914(a). The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or § 5914(b). 7. Check, and if appropriate complete, one of the following: The amendment adopted by the corporation, set forth in full, is as follows The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. 8. Check if the amendment restates the Articles: The restated Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 30th day of January , 2020 Aqua America, Inc. Name of Corporation Signature Christopher H. Franklin, Chairman, President and CEO Title
EXHIBIT A to Articles of Amendment of Aqua America, Inc. Article I of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended to read as follows: "ARTICLE I NAME The name of the Corporation is Essential Utilities, Inc."