UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2007
ARTESIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-18516
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51-0002090 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.) |
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664 Churchmans Road, Newark, Delaware
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19702 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 302-453-6900
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Section 8 Other Events
On March 23, 2007, Artesian Utility Development, Inc. (Artesian Utility), a non-regulated
subsidiary of Artesian Resources Corporation (Artesian Resources), entered an agreement on the
terms of acquisition of all rights, titles and interest in operations contracts of TMH
Environmental Services, Inc. (TMH). TMH, incorporated in Pennsylvania, is currently providing
contract water and wastewater operation services to 23 private, municipal and governmental
institutions in the southeastern part of Pennsylvania (the Contract Parties). The agreement
also includes provisions for the employment of Mr. Horrex, the sole proprietor of TMH. The
purchase is subject to a number of conditions, including the completion of Artesian Utilitys due
diligence, execution of a definitive agreement and approvals by appropriate state regulatory
agencies and the Contract Parties to the extent necessary. If the conditions are satisfied,
Artesian Utility expects that the acquisition will be completed in 2007. Artesian Utility expects
the acquisition of these contracts to be immediately accretive to earnings.
Two of Artesian Resources subsidiaries, Artesian Wastewater Management, Inc. and Artesian Utility
Development, Inc. are increasingly important to Artesian Resources growth. Artesian Wastewater
functions as a regulated public wastewater utility and Artesian Utility designs, builds and
operates water and wastewater facilities and infrastructure. Artesian Wastewater added over 2,000
acres of new wastewater franchise area and began operating four new wastewater facilities in 2006,
which will serve more than 2,300 homes. In addition, Artesian Wastewater is currently designing
and constructing twelve new facilities to serve more than 2,500 homes. Artesian Utility operates a
2.5 million gallon per day and 250,000 gallon per day wastewater treatment and spray irrigation
facility for a municipality in Delaware under a 20 year agreement. In addition, Artesian Utility
is developing plans for three regional wastewater treatment systems that will be capable of serving
up to 27,800 homes in Sussex County.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this report which express Artesian Resources belief or expectation are not
historical facts and are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements
regarding the timing of completion of the acquisition, the expectation that the acquisition will be
immediately accretive to our earnings, the ability of the four new systems to serve more than 2,300
homes and the capability of the regional wastewater facilities to serve up to 27,800 homes.
Forward-looking statements are based on Artesian Resources current expectation or forecasts of
future events. These statements involve risks and uncertainties that could cause actual results to
differ materially from those projected, including whether or
not the closing conditions will be satisfied, whether the parties can agree to definitive documents
and receive regulatory approvals, and certain other risks under the heading Risk Factors
commencing on page 7 of Artesian Resources Annual Report on Form 10-K for the fiscal year ended
December 31, 2006. Given these risks and uncertainties, any or all of the forward-looking
statements may prove to be incorrect. Artesian Resources undertakes no obligation to update
publicly any forward-looking statements.