sjiforms3.htm
As filed
with the Securities and Exchange Commission on May 22, 2009
Registration
No. 333-128343
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SOUTH
JERSEY INDUSTRIES,
INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
|
22-1901645
|
(State
or other jurisdiction of
|
(I.R.S.
employer identification no.)
|
incorporation
or organization)
|
|
1 South
Jersey Plaza
Folsom,
New Jersey 08037
(609)
561-9000
(Address
and telephone number of registrant’s principal executive offices)
Edward J.
Graham
Chairman,
President and Chief Executive Officer
South
Jersey Industries, Inc.
1 South
Jersey Plaza
Folsom,
New Jersey 08037
(609)
561-9000
(Name,
address and telephone
number of
agent for service)
with a
copy to:
Richard
J. Busis, Esquire
Cozen
O’Connor
1900
Market Street
Philadelphia,
Pennsylvania 19103
(215)
665-2000
Approximate
date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the
only securities being registered on this form are to be offered pursuant to
dividend or interest reinvestment plans, please check the following
box. [X]
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. [ ]
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
_________
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ] __________
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [X] Accelerated filer
[ ] Non-accelerated filer
[ ] Smaller reporting company [ ]
CALCULATION
OF REGISTRATION FEE
Title
of each
class
of securities
to
be
registered
|
Amount
to
be
registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
Common
Stock,
$1.25
par value
|
(1)
|
(1)
|
(1)
|
(1)
|
(1) Pursuant
to Rule 429(a) under the Securities Act, this registration statement contains a
combined prospectus that relates to the Registrant’s previously filed and
effective registration statement on Form S-3 (File No. 333-128343). The
securities being registered hereby are 1,072,796 shares of common stock
remaining unsold under such previous registration statement. Pursuant
to Rule 416 under the Securities Act, this registration statement also covers an
indeterminate number of additional shares of Common Stock as may be issued as a
result of adjustments by reason of any stock split, stock dividend or similar
transaction. Since the registration fee with respect to such
securities was paid previously in connection with the registration of such
securities under the previous registration statement, no registration fee is
payable with respect to this registration statement.
PROSPECTUS
SOUTH
JERSEY INDUSTRIES , INC.
DIVIDEND
REINVESTMENT PLAN
1,072,796 Shares of Common
Stock
_________________
The Dividend Reinvestment Plan of South
Jersey Industries, Inc. provides a participant with a simple, convenient and
economical way of accumulating and increasing his or her investment in shares of
our common stock without payment of any brokerage commission or service
charge. Persons eligible to participate in the Plan include any
record shareholder of our common stock, eligible employees of South Jersey
Industries and its subsidiaries and any person who, upon enrolling in the Plan,
agrees to purchase at least $100 of common stock. Shares purchased by
a participant in the Plan may be treasury or newly issued shares of common stock
acquired directly from us or, at our option, common stock purchased in the open
market or in negotiated transactions.
A participant may choose one of the
following options:
|
1.
|
A
participant may have all or part of the cash dividends on his or her
common stock automatically reinvested in common stock, and may also make
optional cash payments to purchase additional shares of common
stock. Limits on the optional cash payments are stated later in
this prospectus.
|
|
2.
|
A
participant may continue to receive his or her dividends in cash, and may
purchase common stock through optional cash payments, subject to the
limitations stated later in this
prospectus.
|
In addition to the options available to
other participants, eligible employees may purchase common stock through payroll
deductions.
The price of shares of newly issued or
treasury common stock that the Plan acquires directly from South Jersey
Industries will be the average of the high and low sale prices for the common
stock for each of the last twelve days on which the common stock was traded
prior to the date of purchase, less any applicable discount that may then be in
effect. However, if we elect to have the Plan acquire shares through
open market purchases or negotiated transactions, the price for such shares will
be the weighted average of the actual prices paid for all such
shares. We may determine, in our sole discretion, to provide newly
issued or treasury shares for purchase by the Plan at a discount from applicable
market prices. Until we notify participants that the Plan will
purchase shares directly from South Jersey Industries at a discount, no such
discount will apply.
Shareholders who do not wish to
participate in the Plan will receive dividends paid in cash, as
usual. The Plan does not change our dividend policy, which will
continue to depend upon earnings, financial requirements and other
factors.
South Jersey Industries’ common stock
trades on the NYSE under the ticker symbol “SJI.”
This prospectus relates to 1,072,796 shares of common stock
registered by us.
Investing in our common stock involves
a number of risks. See “Risk Factors” on page 3 before you make your investment
decision.
It is suggested that this prospectus be
retained for future reference.
__________________________________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_____________________________________
The date
of this prospectus is May 22, 2009
CONTENTS
|
|
Where
You Can Find More Information
|
2
|
Incorporation
of Certain Documents by Reference
|
2
|
Risk
Factors
|
3
|
Forward-Looking
Statements
|
3
|
South
Jersey Industries
|
4
|
Dividend
Reinvestment Plan
|
4
|
The
Plan Administrator
|
4
|
Provisions
of the Plan
|
4
|
Purposes
and Advantages
|
4
|
Participation
|
6
|
Administration
|
9
|
Reinvestment
Purchases
|
10
|
Optional
Purchases
|
11
|
Payroll
Deduction Purchases
|
13
|
Costs
|
14
|
Statements
and Reports to Participants
|
14
|
Withdrawal
and Termination
|
14
|
Rights
Offerings and Share Distributions
|
16
|
Taxes
|
16
|
Other
Information
|
17
|
Use
of Proceeds
|
18
|
Legal
Matters
|
18
|
Experts
|
19
|
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the
Commission. You may read and copy any reports, statements or other
information we file at the Commission’s public reference room at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You can request copies of
these documents, upon payment of a duplicating fee, by writing to the
Commission. Please call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. Our
Commission filings are also available to the public on the Commission’s web site
at http://www.sec.gov.
This prospectus does not contain all
the information set forth in the registration statement and the exhibits
relating thereto which we have filed with the Commission under the Securities
Act of 1933 with respect to the shares of common stock offered hereby, and to
which reference is hereby made. We will provide without charge to
each person to whom this prospectus is delivered, upon request, a copy of any
document incorporated by reference in this prospectus or in the registration
statement, other than exhibits to such documents. Requests should be
made to our Corporate Secretary at South Jersey Industries, Inc., 1 South Jersey
Plaza, Folsom, NJ 08037 or at (609) 561-9000.
You can also inspect such reports,
proxy statements and other information about us at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
Unless otherwise indicated, references
to “we,” “us” and “our” refer to South Jersey Industries, Inc.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission
allows us to incorporate by reference the information we file with the
Commission. This permits us to disclose important information to you
by referencing these filed documents. We incorporate by reference in
this prospectus the following documents which have been filed with the
Commission:
1. Our
Annual Report on Form 10-K for the year ended December 31, 2008.
2. Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
3. Our
Current Report on Form 8-K filed on April 28, 2009.
4. The
description of common stock contained in our Registration Statement on Form 8-B
(File No.1-3990).
In addition, all documents filed by us
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in and shall be a part of this prospectus from the date of the filing of such
documents.
The information incorporated by
reference is considered to be part of this prospectus, and later information
filed with the Commission will modify or supersede this
information. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
You can request a copy of these
documents, excluding exhibits not specifically incorporated by reference into
these documents, at no cost by writing us at South Jersey Industries, Inc., 1
South Jersey Plaza, Folsom, NJ 08037, Attention: Corporate Secretary, or
telephoning us at (609) 561-9000.
RISK
FACTORS
Investing in our common stock involves
risk. Please see the risk factors described in our Annual Report on
Form 10−K for the fiscal year ended December 31, 2008, which is incorporated by
reference in this prospectus. Before making an investment decision,
you should carefully consider these risks as well as other information we
include or incorporate by reference in this prospectus. These risks could
materially affect our business, results of operations or financial condition and
cause the value of our common stock to decline. As a result, you
could lose all or part of your investment.
FORWARD-LOOKING
STATEMENTS
This prospectus contains or
incorporates certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements in this prospectus other than statements of
historical fact should be considered forward-looking statements made in good
faith by us and are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. When used in this prospectus or any document incorporated by
reference, words such as “anticipate,” “believe,” “expect,” “estimate,”
“forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy”
and similar expressions are intended to identify forward-looking
statements. Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements. These risks and uncertainties
include, but are not limited to, the following: general economic conditions on
an international, national, state and local level; weather conditions in our
marketing areas; changes in commodity costs; changes in the availability of
natural gas; regulatory, legislative and court decisions; competition; the
availability and cost of capital; costs and effects of legal proceedings and
environmental liabilities; the failure of customers or suppliers to fulfill
their contractual obligations; and changes in business strategies.
A discussion of these and other risks
and uncertainties may be found in our most recently filed Annual Report on
Form 10-K and our other SEC filings incorporated by reference into this
prospectus. These cautionary statements should not be construed by
you to be exhaustive and they are made only as of the date of this prospectus
or, in any document incorporated by reference, the date of such
document. While we believe these forward-looking statements to be
reasonable, there can be no assurance that they will approximate actual
experience or that the expectations derived from them will be
realized. Further, we undertake no obligation to update or revise any
of our forward-looking statements whether as a result of new information, future
events or otherwise.
SOUTH
JERSEY INDUSTRIES
South Jersey Industries is a
diversified holding company, incorporated in New Jersey. Our
principal subsidiary is a natural gas utility, South Jersey Gas
Company. We also have non-regulated subsidiaries, including: South
Jersey Energy Company, which acquires and markets natural gas and electricity to
retail end users and provides energy management services to commercial and
industrial customers; South Jersey Resources Group, LLC, which markets wholesale
gas storage, commodity and transportation in the mid-Atlantic and southern
states; Marina Energy LLC, which develops and operates on-site energy-related
projects; and South Jersey Energy Service Plus, LLC, which provides residential
and light commercial service and installation of HVAC systems, plumbing services
and appliance repair and service/maintenance contracts. We are the
issuer of the shares of common stock offered under the Dividend Reinvestment
Plan. Our general mailing address is 1 South Jersey Plaza, Folsom, NJ
08037, and our telephone number is (609) 561-9000.
SOUTH
JERSEY INDUSTRIES, INC.
DIVIDEND
REINVESTMENT PLAN
THE
PLAN ADMINISTRATOR
We will be responsible for
administering the Dividend Reinvestment Plan. Our duties as plan administrator
are described later in this prospectus. All communications to the
Plan Administrator should be directed to the following address and telephone
number:
Plan Administrator
South Jersey Industries,
Inc.
1 South Jersey Plaza
Folsom, NJ 08037
Toll Free Number: (888)
754-3100
PROVISIONS
OF THE PLAN
The following statements in
question-and-answer form constitute the full provisions of our Dividend
Reinvestment Plan. These statements reflect recent amendments to the
Plan.
Purposes
and Advantages
1. What
is the purpose of the Plan?
The purpose of the Plan is to provide
participants with a simple, convenient and economical method of accumulating and
increasing their investment in our common stock. Consequently,
participants who, in the sole judgment of the Plan Administrator, utilize the
Plan excessively for arbitrage or short-term income producing strategies may, at
the option of the Plan Administrator, have their participation in the Plan
terminated by the Plan Administrator.
2. What
are the advantages of the Plan to participants?
A participant will obtain the following
advantages:
|
·
|
Dividends
paid on all or part of a participant's shares of common stock will be
automatically reinvested in shares of common
stock.
|
|
·
|
A
participant may choose to make purchases of common stock in addition to
the amount purchased through automatic dividend reinvestment, as long as
the total amount of such optional purchases in any calendar year does not
exceed $100,000. In certain instances, however, we may permit
optional purchases in excess of $100,000. For purposes of
calculating this dollar limit, Plan accounts under common control or
management may be aggregated and deemed to be one account. (See Question
23.)
|
|
·
|
We
will pay all brokerage fees or service charges for purchases under the
Plan. Participants will incur no brokerage or service charges
for purchases made by the Plan.
|
|
·
|
Regular
statements of account will be mailed to each participant after each
purchase of common stock under the
Plan.
|
|
·
|
The
Plan allows a participant flexibility in the amount of investment he or
she wishes to make and the manner in which he or she wishes to make
them. A participant may choose to have automatic purchases made
with all of his or her dividends or only a portion of them, may make
optional purchases in any amount (subject to the limitations
stated above and under Question 23), and may vary the amounts of his or
her purchases from time to time.
|
|
·
|
Eligible
employees may also invest in our common stock through automatic payroll
deductions.
|
Participation
3. Who
is eligible to participate in the Plan?
(a) Shareholders
of record of our common stock are eligible to participate in the
Plan. Beneficial but not record owners of common stock (that is,
persons whose shares are registered in names other than their own, such as in
the name of a broker, trustee or bank nominee) must transfer into their own
names those shares which they wish to be subject to automatic dividend
reinvestment under the Plan.
(b) Any
person who is not currently an eligible shareholder but who enrolls in the Plan
and makes an initial purchase of at least $100 of common stock as part of the
enrollment process is also eligible to participate in the Plan.
(c) All
full-time, regular employees of ours or any of our subsidiaries are eligible to
participate in the Plan. Eligible employees are required to have
first purchased at least one share of common stock in order to become
participants. (See Question 11.)
(d) All
directors of ours or any of our subsidiaries are eligible to participate in the
Plan. (See Question 15.)
4. How
does one participate?
One may enroll in the Plan by
completing an Authorization and Enrollment Form and returning it to the Plan
Administrator. The Authorization and Enrollment Form and a Plan
prospectus may be obtained by writing or calling the Plan
Administrator. Anyone who is not an eligible shareholder or an
eligible employee must purchase at least $100 of common stock as part of the
enrollment process. If we elect to have the Plan acquire common stock
on the open market or in negotiated transactions, the initial purchase of at
least $100 of common stock will be made at the weighted average of the prices
paid for all such shares. If we elect to provide newly issued or
treasury stock for purchase under the Plan, an initial purchase of at least $100
of common stock will be made at a price equal to the average of the high and low
sale prices for our common stock for each of the last twelve days on which
common stock was traded prior to the date of purchase, less any applicable
discount that may then be in effect.
5. When
may one join the Plan?
One may enroll in the Plan at any
time. However, the Authorization and Enrollment Form must be received
by the Plan Administrator before certain recurring deadlines in order for the
shareholder's dividends and any payments for optional purchases to be invested.
(See Questions 18 and 22.)
6. How
is a Plan account opened?
The Authorization and Enrollment Form
is used to instruct the Plan Administrator to open an account for a participant
and to purchase common stock on the participant's behalf. A
participant must furnish his or her federal tax identification number to the
Plan Administrator when opening a Plan account, and that tax identification
number will not be accepted for more than one Plan account.
7. How
will common stock be purchased under the Plan?
Under the Plan, the Plan Administrator
will purchase common stock on a participant's behalf by making reinvestment
purchases of common stock using the participant's common stock dividends (either
directly or in repayment of funds advanced by us for that purpose prior to a
dividend payment date), by making optional purchases of common stock using such
payments (subject to the limitations stated under Question 23) as the
participant forwards for that purpose, or in the case of eligible employees, by
making payroll deduction purchases using the amounts collected from payroll
deductions.
All shares of common stock that the
Plan Administrator purchases for a participant under the Plan, whether through
the automatic reinvestment of dividends, with optional payments or with payroll
deduction payments, will be credited to the participant's Plan account and held
on his or her behalf by the Plan Administrator, unless other instructions are
given. Thus, the shares purchased for a participant under the Plan
will be held separately from those shares of common stock that the participant
purchases (or has previously purchased) outside the Plan and holds in his or her
own name.
Shares purchased by participants under
the Plan may be treasury or newly issued shares of common stock acquired from
us, or may be purchased in the open market or in negotiated
transactions. We determine the source or sources of shares used to
fulfill Plan requirements and may change such determination from time to
time. We may determine, in our sole discretion, to provide newly
issued or treasury shares for purchase by the Plan at a
discount. Until we notify participants that the Plan will purchase
shares directly from South Jersey Industries at a discount, no such discount
will apply.
8. How
does a participant specify the extent of his or her participation in the
Plan?
On the Authorization and Enrollment
Form, a participant will specify the extent of his or her participation in the
Plan by selecting one of the following investment options:
Full Dividend Reinvestment —
All of the shares of common stock held by the participant outside the Plan will
be subject to automatic dividend reinvestment; thus, the dividends on all such
shares will automatically be reinvested in common stock at a price determined in
the manner set forth in Question 20. In addition, at his or her
discretion, the participant may make optional payments to be used for optional
purchases of common stock at a price determined in the manner set forth in
Question 24, subject to the limitations stated under Question 23.
Partial Dividend Reinvestment
— Except for those shares on which the participant specifies he or she is to
receive cash dividends, all of the shares of common stock held by the
participant outside the Plan will be subject to dividend reinvestment; thus, the
dividends paid on all but the specified shares will be reinvested in common
stock at a price determined in the manner set forth in Question
20. The participant may also, at his or her discretion, make optional
payments to be used for optional purchases of common stock at a price determined
in the manner set forth in Question 24. All such optional purchases
are subject to the limitations stated under Question 23.
Optional Purchases Only —
None of the shares of common stock held by the participant outside the Plan will
be subject to automatic dividend reinvestment; thus, the dividends on all such
shares will be paid to him or her in cash, as usual. However, the
participant may, at his or her discretion, make optional payments to be used for
optional purchases of common stock at a price determined
in the manner set forth in Question 24, subject to the limitations stated under
Question 23.
No matter which of the above options is
chosen, all shares purchased under the Plan (regardless of whether they were
reinvestment purchases, optional purchases or payroll deduction purchases) and
held in the Plan account will be subject to automatic dividend reinvestment, and
the dividends on all such shares will automatically be reinvested in common
stock at a price determined in the manner set forth in Question 20.
In the
event no investment option is specified, the participant will be deemed to have
selected the full dividend reinvestment option.
|
9.
|
May
a participant change the extent of his or her participation in the Plan
after enrollment?
|
Yes. A participant may
change investment options at any time by completing a new Authorization and
Enrollment Form and returning it to the Plan Administrator. However,
the new Authorization and Enrollment Form must be received on or prior to
certain recurring deadlines before the change in investment options will be
given effect. See Questions 18 and 22.
10. How
will certificates for new shares purchased under the Plan be
issued?
Normally, certificates for shares of
common stock purchased under the Plan will not be issued to participants, but
will be held in the name of the Plan Administrator. Thus,
participants need not be responsible for the safekeeping of the certificates
representing their Plan share purchases. The number of shares credited to each
participant's Plan account will be shown on his or her statement.
A participant may, however, request
that all or part of the certificates representing shares purchased for him or
her under the Plan be issued to him or her. To do so, a participant
must send a written request to the Plan Administrator. Only certificates for
whole shares will be issued to participants. If there are any
fractional shares in a participant's Plan account, certificates for those
fractional shares will not be issued. Dividends on the shares for which
certificates are issued to the participant will be reinvested or paid in cash,
as the participant elects.
11. How
does an eligible employee participate?
An eligible employee may join the Plan
at any time by completing an employee enrollment form and returning it to the
Plan Administrator. Employee enrollment forms may be obtained by
request from us. An eligible employee need not be a registered holder
of common stock but, by executing the employee enrollment form, the eligible
employee agrees to have at least one share of common stock purchased on his or
her behalf during the next payroll investment period (see Question 26) at a
price determined in the manner set forth in Question 20. Each employee
enrollment form for an eligible employee who is not a registered shareholder
must be accompanied by a check in an amount at least equal to the price of one
share. Any amount in excess of the price of one share will also be
used to purchase common stock.
12. What
does the employee enrollment form provide?
The employee enrollment form allows
each eligible employee to decide the extent of participation in the Plan by
payroll deductions. By checking the appropriate box on the employee
enrollment form, eligible employees, as shareholders, may also elect to
participate through reinvestment of dividends on shares held by them outside the
Plan or through optional payments.
13. What
about payroll deductions?
Payroll deductions will be for an
indefinite period. An eligible employee may specify on the employee
enrollment form the biweekly amount to be withheld from the eligible employee's
pay. The minimum deduction is $10 per pay period. Payroll
deductions for eligible employees who are not registered shareholders will begin
as soon as practicable following purchase of the first share of common stock as
provided under Question 11.
|
14.
|
How
does an eligible employee change the amount of payroll deduction or method
of participation?
|
An eligible employee may change or
terminate his or her deductions by giving written notice to us. The
employee enrollment form may be used for this purpose. Any request
for change in or termination of deductions will become effective as soon as
practicable following receipt by us of such request. Any other method
of participation in the Plan by an eligible employee may be changed as described
herein generally for participants in the Plan.
15. How may our directors participate in the
Plan?
Our directors who are eligible to
receive cash fees for service on our Board of Directors (i.e., those directors who are
not employees of ours or our subsidiaries) are eligible to participate in the
Plan. These eligible directors may participate through automatic
deductions from their directors' fees.
An eligible director may specify on the
employee enrollment form the amount to be withheld from the eligible director's
fee. The minimum deduction per fee received is $100 and the maximum
deduction permitted is 100% of the eligible director's fee. Fee
deductions for eligible directors will begin as soon as practicable following
the receipt by us of an enrollment form as provided under Question
11.
In all other respects, an eligible
director participates in the Plan in the same way as an eligible
employee.
Administration
16. What
are the duties of the Plan Administrator?
The Plan Administrator will establish a
Plan account for each participant, will purchase shares directly from us, or at
our option, on the open market or in negotiated transactions, will cause all
purchases of common stock to be made for each participant and will credit those
purchases to the participant's Plan account. The Plan Administrator
will also keep a record of all such purchases, will hold certificates for the
purchased shares (unless otherwise instructed in writing), and will send each
participant a statement of his or her Plan account following a
purchase.
17. How
many shares of the common stock will be purchased for participants?
Each participant's account will be
credited with that number of shares (including fractional shares computed to
three decimal places) equal to the amount invested for his or her account,
divided by the price per share determined in a manner set forth in Question 20
of all purchases for all participants during the investment period (as defined
under Question 18) or payroll investment period (as defined under Question 26),
as applicable.
Reinvestment
Purchases
18. When
will reinvestment purchases be made?
Reinvestment purchases made with common
stock dividends will be made quarterly, on the dividend payment date for that
quarter if the Plan acquires shares directly from us. If we pay a
dividend less frequently than quarterly, reinvestment purchases will be made
periodically following payment of such dividends. If the Plan
acquires shares in the open market or in negotiated transactions, those
reinvestment purchases will be made quarterly, subject to any waiting periods
under applicable securities laws or stock exchange regulations, during the
period beginning 26 business days prior to the dividend payment date for that
quarter through the 20th business day after such dividend payment
date. Purchases prior to the dividend payment date will be made with
advances by us which will be repaid by the Plan as soon as practical after the
dividend payment date. Currently, the dividend payment dates for our
common stock occur on or about the second business day of April, July and
October and on or about December 30. These dates are subject to
change.
The dividend record dates corresponding
to those dividend payment dates have historically been March 10, June 10,
September 10 and December 10. To provide for automatic dividend
reinvestment on a given dividend payment date, a participant’s Authorization and
Enrollment Form must be received by the Plan Administrator at least five
business days prior to the dividend record date for that dividend payment
date. If an Authorization and Enrollment Form is received by the Plan
Administrator less than five business days prior to the dividend record date,
the pending dividend will be paid to the shareholder in cash and his or her
instructions will be given effect starting with the next dividend
payment.
19. How
will reinvestment purchases be made?
All shares purchased for participants
under the Plan will be treasury or newly-issued shares, shares purchased on the
open market or shares purchased through negotiated transactions. The
number of shares to be purchased for each participant through a reinvestment
purchase will depend upon the amount of the dividends being reinvested and the
price of the common stock. The Plan Administrator will purchase as
many whole shares and fractional shares (computed to three decimal places) as
can be purchased with that amount of dividends.
In the case of shares purchased on the
open market or negotiated transactions, we will designate a registered
broker-dealer to act as an independent agent in the purchase of common stock
under the Plan. The purchasing representative shall generally have
full discretion as to all matters relating to such purchases, including
determining the number of shares, if any, to be purchased on any day during the
investment period or at any time of that day, the prices paid for such shares,
the markets on which such purchases are made, and the persons (including other
brokers and dealers) from or through whom such purchases are
made. Brokerage commissions and service fees will be paid by
us. The Plan Administrator may also purchase shares directly from
certain withdrawing participants.
|
20.
|
How
will the price of shares purchased through reinvestment purchases be
determined?
|
If we elect to have the Plan acquire
shares through open market purchases or negotiated transactions, the price for
such shares will be the weighted average of the actual prices paid for all such
shares. If we elect to have the Plan acquire shares through treasury
or newly issued shares of common stock purchased directly from us, the price for
such shares will be the average of the high and low sale prices for our common
stock for each of the last twelve days on which the common stock was traded
prior to the date of purchase. We may determine, in our sole
discretion, to provide newly issued or treasury shares for purchase by the Plan
at a discount. Until we notify participants that the Plan will
purchase shares directly from South Jersey Industries at a discount, no such
discount will apply.
|
21.
|
Will
shares acquired through reinvestment purchases be subject to automatic
dividend reinvestment?
|
Yes. All dividends paid on
shares acquired through reinvestment purchases, so long as the shares are held
in the participant's Plan account, will be automatically reinvested in
additional shares of common stock. If certificates for shares
acquired through reinvestment purchases are issued to the participant, the
dividends paid on such shares will continue to be reinvested unless the
participant elects to have them paid in cash by changing his or her investment
option. Shares purchased with dividends reinvested in the current quarter will
be eligible to receive a dividend in the subsequent quarter.
Optional
Purchases
22. When
may Optional Purchases be made?
A person who does not participate in
the Plan may make an optional purchase at the time he or she enrolls in the Plan
by enclosing an optional payment (a check drawn on a United States bank and in
United States dollars and payable to “South Jersey Industries, Inc., Plan
Administrator”) with an Authorization and Enrollment Form. A person
who is not a shareholder at the time of enrollment must make an initial purchase
of at least $100 of our common stock as part of the enrollment
process. (See Questions 3 and 4.) The Authorization and
Enrollment Form, together with the appropriate payment, should be returned to
the Plan Administrator.
In the case of newly issued or treasury
common stock, the investment date for optional purchases will be the last
business day of each month (except for December, for which the investment date
will be on or about December 30), other than for the months of March, June and
September, when the purchase will be made in connection with the reinvestment
purchases on the dividend payment date for those quarters (on or
about the second business day of April, July and October) so long as dividends
are paid in those months. In the case of open market or negotiated
transactions, optional purchases will be made monthly, during the period
beginning on the fifth business day preceding the end of each month and ending
on the 15th business day of the following month. (See the first paragraph of
Question 18 for an explanation of how shares acquired on the open market will be
purchased in months when the investment date is the reinvestment purchase
date).
After initial enrollment in the Plan, a
participant may make monthly optional purchases by sending his or her optional
payment with an optional purchase form (the top portion of the statement) to the
Plan Administrator.
In the event a participant’s optional
payment is returned unpaid for any reason to the Plan Administrator by the bank
on which it is drawn, the Plan Administrator may immediately sell from the
participant’s Plan account those shares purchased with the optional
payment. A $50 fee will also be assessed against the participant’s
Plan account. If the net proceeds from the sale of the shares
purchased with the optional payment is insufficient to cover the optional
payment and $50 fee, the Plan Administrator may sell such additional shares from
the participant’s Plan account as necessary to satisfy the uncollected balance
and bill the participant for any remaining unsatisfied balance.
Any optional payments that a
participant submits to the Plan Administrator will be invested in shares of
common stock on the next investment date. No interest will be paid to any
participant on optional payments between the time the Plan Administrator
receives a payment and the time it is invested. In order for
optional payments to be invested on the next investment date, the Plan
Administrator must have received such payment no later than the close of
business on the fifth business day prior to the last business day of the
month. For the months when the optional purchase is made in
connection with the reinvestment purchase, the optional payment must have been
received no later than the close of business on the fifth business day prior to
the dividend payment date for that quarter.
If a participant submits an optional
payment, and then wishes to have it returned to him or her rather than invested,
the Plan Administrator will not be obligated to return it unless a written
request that it be returned is received no later than the close of business on
the fifth business day prior to the investment date.
A participant is not obligated to make
an optional purchase each month.
23. In
what amounts may optional purchases be made?
The minimum optional purchase is $25
and, subject to the exception set forth in the following paragraph, optional
purchases may not aggregate more than $100,000 in any calendar
year. For purposes of this limitation, we reserve the right at any
time and from time to time to aggregate all Plan Accounts under the common
control or management of brokers, dealers and other institutional traders and to
deem such Plan accounts as one account. The full amount of any
month’s optional purchase for a Plan account must be submitted to the Plan
Administrator in a single payment. The Plan Administrator will
purchase as many whole shares and fractional shares (computed to three decimal
places) of common stock as can be purchased with the amount
submitted.
A participant may make optional
purchases in excess of the $100,000 limitation only if such participant requests
a waiver of the limit and we grant such request. Grants of waiver
requests will be made in our sole discretion. To request a waiver,
participants must contact the Plan Administrator at the address or phone number
set forth on page 4 of this prospectus.
|
24.
|
How
will the price of shares purchased through optional purchases be
determined?
|
The price of shares purchased through
Optional Purchases will be determined in the same manner as determined for
reinvestment purchases. (See Question 20.)
Optional Payments received from foreign
participants must be in United States dollars and will be invested in the same
way as optional payments from other participants.
|
25.
|
Will
shares acquired through optional purchases be subject to automatic
dividend reinvestment?
|
Yes. All dividends paid on
shares acquired through optional purchases, so long as the shares are held in
the participant's Plan account, will be automatically reinvested in shares of
common stock. If certificates for shares acquired through optional
purchases are issued to the participant, the dividends paid on such shares will
continue to be reinvested unless the participant elects to have them paid in
cash by changing his or her investment option. Shares purchased and
credited to your account with optional payments prior to the ex-dividend date
will be eligible to receive a dividend with respect to such dividend payment
date.
Payroll
Deduction Purchases
26. When
will payroll deduction purchases be made?
In the case of newly issued or treasury
common stock, payroll deduction purchases will be made monthly on the last
business day of each month (other than December, for which such purchases will
be made on or about December 30), except for the months of March, June and
September, when purchases will be made in connection with the reinvestment
purchases for those quarters, with the payroll deduction payments from the
preceding month. In the case of open market or negotiated
transactions, payroll deduction purchases will be made monthly, during the
period beginning on the fifth business day preceding the end of each month and
ending on the 15th business day of the following month, with the payroll
deduction payments from the preceding month. (See the first paragraph
of Question 18 for an explanation of how shares acquired on the open market will
be purchased in months when the investment date is the reinvestment purchase
date.)
The price of shares purchased through
payroll deduction purchases will be determined in the same manner as determined
for reinvestment purchases. (See Question 20.)
Costs
27. Are
any fees or expenses incurred by a participant in the Plan?
Participants will incur no brokerage
commissions or administrative charges for purchases made through the
Plan. However, brokerage commissions paid by us are considered by the
Internal Revenue Service to be income to the recipient for federal income tax
purposes (see Question 35). There may be certain charges incurred
upon a participant's withdrawal from the Plan, which are described under
Question 30. In addition, charges will be incurred for optional
payments returned unpaid as described under Question 22.
In the case of open market purchases or
negotiated transactions and in order to permit the Plan to purchase all of the
common stock it requires each quarter with the least disruption to the market,
we may advance funds to enable the Plan to begin quarterly purchases before the
Plan receives dividends on the dividend payment date. Those advances
will be repaid by the Plan, together with an interest charge equal to our
internal cost of funds for the amount and period of such
advance. This advance and interest charge will be paid out of
dividends received from us as soon as practical after each quarterly dividend
payment date. The interest charge will reduce the aggregate amount available to
acquire common stock during the quarterly investment period but will be offset
by additional dividends received by the Plan on common stock it acquires each
investment period prior to the dividend record date.
Statements
and Reports to Participants
28. What
type of statements and reports will be sent to participants?
Regular statements of account will be
mailed to each participant following each purchase of common stock under the
Plan. The statement will reflect the activity in the participant's
Plan account for the year to date and the balance in the participant's Plan
account following the most recent purchase. Participants will also
receive the same communications as other shareholders, including any quarterly
reports to shareholders, the annual report to shareholders and the proxy
statement.
Withdrawal
and Termination
29. When
and how may a participant withdraw from the Plan?
A participant may withdraw from the
Plan at any time by properly completing the tear-off form on the back of his or
her statement and sending it to the Plan Administrator. Eligible
employee participants must also follow instructions under Question 14 to
terminate payroll deductions. A participant who withdraws from the
Plan may not join again for 12 months unless we otherwise consent.
30. What
happens when a participant withdraws from the Plan?
When a participant withdraws from the
Plan, he or she will be issued a certificate representing all of the whole
shares credited to his or her Plan account, and a cash payment for any fraction
of a share credited to his or her Plan account.
If a participant’s request to withdraw
from the Plan is received prior to the ex-dividend date (ex-dividend dates
ordinarily are the second business day prior to the record date), the withdrawal
will be processed before the close of business on the day prior to the
ex-dividend date, and the participant will receive the cash dividend paid on the
next dividend payment date. If the request to withdraw is received on
or after an ex-dividend date, the cash dividend paid on the next dividend
payment date will be invested in common stock and the request for withdrawal
will then be processed after this reinvestment purchase is credited to the
participant’s Plan account.
If any optional payments or payroll
deduction payments are being held on a participant's behalf at the time his or
her request for withdrawal is received, the Plan Administrator will not be
required to return them to him or her unless that request is received at least
five business days prior to the next investment date. If the request
is received less than five business days prior to the next investment date, the
optional payments or payroll deduction payments will be invested in common stock
and the request for withdrawal will then be processed.
Upon tendering notice of withdrawal
from the Plan, a participant may request that all whole shares credited to his
or her Plan account be sold. Except as noted above, with respect to
processing withdrawals following the ex-dividend date, the sale will be made as
soon as practical after receipt of his or her request. The
participant will receive the proceeds of the sale, less the brokerage
commission, any transfer tax and a handling charge for the transaction which is
generally $15 for the sale of one share or any fraction thereof and $25 for the
sale of more than one share; provided, however, that the handling charge will be
$50 for transactions by an estate following the death of a
participant.
31. May
a participant discontinue dividend reinvestment on shares held outside the Plan
without withdrawing from the Plan?
Yes. A participant who
wishes to discontinue the automatic reinvestment of the dividends on the shares
held outside the Plan may do so without withdrawing from the Plan, by filing a
request to change his or her investment option. The tear-off form on
the back of his or her statement may be used for this purpose. However, the dividends on the shares
held in his or her Plan account will continue to be
reinvested.
|
32.
|
What
happens if a participant sells the shares of common stock he or she holds
outside the Plan?
|
If a participant sells all of the
shares of common stock he or she holds outside the Plan, we will continue to
reinvest the dividends on the shares held in his or her Plan
Account. However, if less than one whole share is held in the Plan
account at the time the shares held outside the Plan are sold, the participant
will receive a cash payment for his or her fractional share and his or her Plan
account will be closed.
If a participant who has chosen partial
dividend reinvestment as the investment option sells a portion of the shares of
common stock held outside the Plan, the shares that are sold will be considered,
to the extent possible, to have been those not subject to dividend reinvestment,
and the shares which are retained will be considered to have been those subject
to dividend reinvestment and will continue to be subject to such
reinvestment.
33. What
happens if we terminate the Plan?
If we terminate the Plan (see Question
41), the provisions listed under Question 30 will apply, substituting the date
of the termination of the Plan for the date the participant's withdrawal request
is received.
Rights
Offerings and Share Distributions
34. What
happens if we make a rights offering or share distribution?
In the event we make a rights offering
of any of our securities to shareholders of common stock, a participant’s
entitlement will be based on the total shares registered in the participant’s
name, including shares credited to the participant’s Plan
account. However, rights will be issued for the number of whole
shares only. Rights based on a fraction of a share will be sold if a
market for them exists, and a check for the net proceeds will be sent to the
participant.
Any dividend payable in common stock or
any split shares, to the extent attributable to shares held in a participant's
Plan account, will be added to that participant's Plan account. Any
dividend payable in common stock or any split shares, to the extent attributable
to shares held by a participant outside the Plan, will be mailed directly to the
participant in the same manner as to shareholders who are not participating in
the Plan.
Taxes
35. What
are the most important federal income tax consequences of participation in the
Plan?
We believe that the most important
federal income tax consequences of participating in the Plan will be as
follows:
(a) Participants
will be treated for federal income tax purposes as having received, on the
dividend payment date, a dividend in an amount equal to the fair market value of
the shares acquired from us with reinvested dividends. Fair market
value for such purpose will be: (i) in the case of treasury or newly issued
shares acquired by the Plan, the average of the high and low sale prices for the
common stock on the dividend payment date, and not the discounted price, if any,
then in effect; (ii) in the case of shares acquired by the Plan on the open
market or in negotiated transactions, the weighted average of the actual prices
paid for all such shares. Participants who purchase treasury or newly
issued shares with optional payments will be treated as having received a
taxable dividend on the applicable investment date equal to the difference
between the fair market value of such shares, determined under the rule set
forth in the preceding sentence, and the amount paid for them. In the
case of shares purchased on the open market, participants will be treated as
having received an additional dividend in the amount of the brokerage fees, if
any, that are paid by us.
(b) The
fair market value determined as set forth in paragraph (a) will become the tax
basis for determining gain or loss upon any subsequent sale of shares
(increased, in the case of open market purchases, by the amount of the brokerage
fees, if any, paid by us).
(c) A
participant's holding period for shares acquired pursuant to the Plan will begin
on the day following the credit of such shares to such participant's Plan
account.
In the case of participants who elect
to have their dividends reinvested and whose dividends are subject to United
States income tax withholding, the Plan Administrator will reinvest an amount
equal to the dividends of such participants, less the amount of tax required to
be withheld. The statements confirming purchases made for such
participants will indicate the net dividend payment reinvested.
Participants
in the Plan are, in general, treated for federal income tax purposes as having
received a taxable dividend distribution equal to the fair market value of the
amount of shares purchased with the reinvested dividends. Currently,
to the extent that distributions made by us to our shareholders are made from
our earnings and profits, they will be taxed as ordinary income except to the
extent they constitute “qualified dividend income” under the Internal Revenue
Code. Under current law, qualified dividend income is taxable at the
long-term capital gain rates for individuals, although this special treatment is
presently scheduled to expire in years beginning on or after January 1,
2011.
This summary of certain federal income
tax consequences is not intended to be a detailed discussion of all of the
federal tax consequences of participating in the Plan, and it does not cover any
state, local or foreign tax matters which might be
relevant. Accordingly, you should consult with your own tax adviser
for advice regarding the particular federal, state, local and/or foreign tax
consequences which apply to your participation in the Plan.
36. What
information will be provided to participants for income tax
purposes?
As previously indicated under Question
28, each participant will receive statements advising him or her
of purchases of shares of common stock. These statements should be retained
for income tax purposes.
Other
Information
|
37.
|
How
will a participant's shares held under the Plan be voted at meetings of
shareholders?
|
Each participant's Plan shares will
automatically be voted in the same manner that his or her shares held outside
the Plan are voted, either by proxy or in person. Matters involving
written consents will also be handled in the same way. If a
participant no longer holds shares outside the Plan, but shares remain in his or
her Plan account, those remaining shares will be voted in accordance with
instructions received from the participant. If no instructions are
received, where permitted they will be voted as determined by our board of
directors.
38. May
shares held in a participant's Plan account be pledged or assigned?
Shares credited to a participant's Plan
account may not be pledged or assigned, and any such purported pledge or
assignment will be void. If a participant wishes to pledge or assign
such shares, he must first request that a certificate for them be issued in his
or her name.
39. Who
interprets and regulates the Plan?
We reserve the sole right to interpret
and regulate the Plan.
40. May
the Plan be terminated, suspended or amended?
We may, in our sole discretion and by
written notice, terminate at any time any participant's participation in the
Plan. We may at any time and for any reason terminate or suspend the
Plan, or amend any provision of the Plan, and if we do so, we will send written
notice to all participants. All notices will be mailed to each
participant's address as shown on our records. We reserve the right
to resign as Plan Administrator and to appoint a successor.
|
41.
|
What
are the responsibilities of South Jersey Industries and the Plan
Administrator?
|
In acting under the terms and
conditions of the Plan as described in this prospectus, neither we nor the Plan
Administrator (if other than us) shall be liable for any act done in good faith
or for any good faith omission to act including, without limitation, any
failure, prior to receipt by the Plan Administrator of notice in writing of the
death of a participant, to terminate a Plan account by reason of such
death. In addition, neither we nor the Plan Administrator (if other
than us) shall be liable with respect to the prices at which shares are
purchased or sold for any participant's Plan account or the times when such
purchases or sales are made or with respect to any fluctuation in the market
value before or after such purchases or sales of shares.
USE
OF PROCEEDS
The net proceeds from the sale of
treasury or newly issued common stock by us to the Plan will be added to our
general funds and used for working capital and for general corporate
purposes.
LEGAL
MATTERS
Certain legal matters in connection
with the authorization and issuance of the shares of common stock offered hereby
have been passed upon by Cozen O’Connor, Philadelphia,
Pennsylvania.
EXPERTS
The consolidated financial statements
and the related financial statement schedules of South Jersey Industries, Inc.
and subsidiaries (the “Company”), incorporated in this Prospectus by reference
from the Company’s Annual Report on Form 10-K for the year ended December 31,
2008 and the effectiveness of the Company’s internal control over
financial reporting have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which
are incorporated herein by reference (which reports (1) express an unqualified
opinion on the consolidated financial statements, and the related financial
statement schedules and included an explanatory paragraph referring to changes
in accounting principles related to the adoption of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109, and FASB Statement No. 158, Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements No.
87,88, 106, and 132(R) and (2) express an unqualified opinion on the
effectiveness of internal control over financial reporting). Such
financial statements and financial
statement schedules have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing.
South
Jersey Industries, Inc.
[LOGO OF
SOUTH JERSEY INDUSTRIES, INC.]
Common
Stock
($1.25
Par Value)
PROSPECTUS
Dividend
Reinvestment Plan
May 22,
2009
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered. All of the amounts
shown are estimates, other than the registration fee:
SEC
registration fee
|
|
$ |
6,904
|
* |
Printing
expenses
|
|
|
5,000 |
|
Legal
fees and expenses
|
|
|
7,500 |
|
Accountants’
fees and expenses
|
|
|
6,500 |
|
Miscellaneous
expenses
|
|
|
2,096 |
|
TOTAL
|
|
$ |
28,000 |
|
* Previously
paid.
Item
15. Indemnification of Directors and Officers.
As
authorized by Title 14A:3-5 of the New Jersey Business Corporation Act, Article
IV of our Bylaws provides that any corporate agent (defined by the statute to
include, among other things, officers and directors) shall be indemnified by us
against liability and expense in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent to
the extent that (a) such corporate agent is not otherwise indemnified and (b)
the power to do so has been or may be granted by statute, and for this purpose
our Board of Directors may, and on request of any such corporate agent shall be
required to, determine in each case whether or not the applicable standards in
any such statute have been met, or such determination shall be made by
independent legal counsel if the Board so directs or if the Board is not
empowered by statute to make such determination.
We
maintain and pay all premiums on a directors and officers liability policy for
our directors and officers and those of our subsidiaries.
Item
16. Exhibits.
Exhibit
|
|
Number
|
Description of Exhibits
|
|
|
5
|
Opinion
of Cozen O’Connor
|
|
|
23.1
|
Consent
of Deloitte & Touche LLP
|
|
|
23.2
|
Consent
of Cozen O’Connor (contained in Exhibit 5)
|
|
|
24
|
Power
of Attorney (included on signature page of the registration
statement)
|
|
|
99
|
Statement
Regarding Statement of
Financial Accounting Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research
Bulletin No. 51.”
|
Item
17. Undertakings.
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 Securities Act of
1933 (the “Securities Act”);
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the 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 the registration
statement. Notwithstanding the forgoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price present no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of this registration statement.
(2) That,
for the purpose of determining any liability under the Securities 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.
(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
offering.
(4) That,
for the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
That, for
the purpose of determining liability of the Registrant under the Securities Act
to any purchaser in the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(1)
Any preliminary prospectus or prospectus of the undersigned Registrant relating
to the offering required to be filed pursuant to Rule 424;
(2)
Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned Registrant or used or referred to by the undersigned
Registrant;
(3) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(4)
Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the 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.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Borough of
Folsom, State of New Jersey, on May 22, 2009.
SOUTH
JERSEY INDUSTRIES, INC.
By:
/s/ Edward J. Graham
Edward
J. Graham
Chairman,
President and Chief Executive Officer
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below in so
signing also makes, constitutes and appoints Edward J. Graham and David A.
Kindlick, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to execute and
cause to be filed with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, 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 or she 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, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature
|
Title
|
Date
|
|
|
|
|
|
|
|
|
|
/s/ Edward J. Graham
|
Chairman,
President and
|
May
22, 2009
|
Edward
J. Graham
|
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/ David A. Kindlick
|
Vice
President and Chief
|
May
22, 2009
|
David
A. Kindlick
|
Financial
Officer (Principal
|
|
|
Financial
and Accounting Officer)
|
|
|
|
|
/s/ Shirli M.
Billings
|
Director
|
May
22, 2009
|
Shirli
M. Billings
|
|
|
|
|
|
/s/ Helen R. Bosley
|
Director
|
May
22, 2009
|
Helen
R. Bosley
|
|
|
|
|
|
|
|
|
/s/ Thomas A. Bracken
|
Director
|
May
22, 2009
|
Thomas
A. Bracken
|
|
|
|
|
|
|
|
|
/s/ Keith S. Campbell
|
Director
|
May
22, 2009
|
Keith
S. Campbell
|
|
|
|
|
|
|
|
|
/s/ Sheila Hartnett-Devlin
|
Director
|
May
22, 2009
|
Sheila
Hartnett-Devlin
|
|
|
|
|
|
|
|
|
/s/ W. Cary Edwards
|
Director
|
May
22, 2009
|
W.
Cary Edwards
|
|
|
|
|
|
|
|
|
/s/ Walter M. Higgins
|
Director
|
May
22, 2009
|
Walter
M. Higgins III
|
|
|
|
|
|
|
|
|
/s/ William J. Hughes
|
Director
|
May
22, 2009
|
William
J. Hughes
|
|
|
|
|
|
|
|
|
/s/ Herman D. James
|
Director
|
May
22, 2009
|
Herman
D. James
|
|
|
|
|
|
|
|
|
/s/ Joseph H.
Petrowski
|
Director
|
May
22, 2009
|
Joseph
H. Petrowski
|
|
|
EXHIBIT
INDEX
Exhibit
|
|
Number
|
Description of Document
|
|
|
5
|
Opinion
of Cozen O’Connor
|
|
|
23.1
|
Consent
of Deloitte & Touche LLP
|
|
|
23.2
|
Consent
of Cozen O’Connor (contained in Exhibit 5)
|
|
|
24
|
Power
of Attorney (included on signature page of the registration
statement)
|
|
|
99
|
Statement
Regarding Statement of
Financial Accounting Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of Accounting Research
Bulletin No. 51.”
|