UNITED STATES

UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)

[x]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 

For the fiscal year ended December 31, 2003
 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

Commission file number 0-18516
 

ARTESIAN RESOURCES CORPORATION

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(exact name of registrant as specified in its charter)
 

Delaware

51-0002090

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(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)
   

664 Churchmans Road, Newark, Delaware 19702

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Address of principal executive offices
   

(302) 453 -6900

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Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:

Class A Non-Voting Common Stock
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

X

Yes

  

No

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)

X

Yes

  

No

The aggregate market value of the Class A Non-Voting Common Stock and Class B Common Stock held by non-affiliates of the registrant at June 30, 2003 was $75,250,000 and $3,930,000 respectively. The aggregate market value of Class A Non-Voting Common Stock was computed by reference to the closing price of such class as reported on the Nasdaq National Market on June 30, 2003. The aggregate market value of Class B Common Stock was computed by reference to the last reported trade of such class as reported on the OTC Bulletin Board as of June 30, 2003, which trade date was May 21, 2003.

As of March 31, 2004, 3,331,896 shares of Class A Non-Voting Common Stock and 587,680 shares of Class B Common Stock were outstanding.

Explanatory Note:

This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the "Annual Report") of Artesian Resources Corporation is being filed solely to amend Exhibits 31.1, 31.2 and 32 as previously filed with the Annual Report to include the requisite electronic conformed signatures that were unintentionally omitted upon their original filing.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

ARTESIAN RESOURCES CORPORATION

               (Registrant)

Date: April 5, 2004

By:     /s/Dian C. Taylor     

Dian C. Taylor

Chair of the Board, Chief Executive

Officer and President

 

 

 

Exhibit 31.1

CERTIFICATIONS
 

I, Dian C. Taylor certify that:
       

1.        I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2003 of Artesian            Resources Corporation (this "Report");

       

2.        Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to            state a material fact necessary to make the statements made, in light of the circumstances under which such            statements were made, not misleading with respect to the period covered by this Report;
 

3.        Based on my knowledge, the financial statements, and other financial information included in this Report,
           fairly present in all material respects the financial condition, results of operations and cash flows of
           the registrant as of, the periods presented in this Report;
 

4.        The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure            controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we            have:
 

           a)         designed such disclosure controls and procedures to ensure that material information relating

                       to the registrant, including its consolidated subsidiaries, is made known to us by others

                       within those entities, particularly during the period in which this Report is being prepared;
 

           b)         evaluated the effectiveness of the registrant's disclosure controls and procedures and presented

                       in this Report our conclusions about the effectiveness of the registrant's disclosure controls and

                       procedures as of the end of the period covered by this Report based on such evaluation;

 

           c)         disclosed in this Report any change in the registrant's internal control over financial reporting

                       that occurred during the registrant's fourth fiscal quarter that has materially affected, or

                       is reasonably likely to materially affect, the registrant's internal control over financial

                       reporting; and

 

5.        The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal            control over financial reporting to the registrant's auditors and the audit committee of registrant's board            of directors (or persons performing the equivalent function):
 

           a)         all significant deficiencies and material weaknesses in the design or operation of internal

                       control over financial reporting which are reasonably likely to adversely affect the

                       registrant's ability to record, process, summarize and report financial information; and

 

           b)         any fraud, whether or not material, that involves management or other employees who have a

                       significant role in the registrant's internal control over financial reporting; and
 

6.        The registrant's other certifying officers and I have indicated in this Report whether or not there were            significant changes in internal controls or in other factors that could significantly affect internal controls            subsequent to the date of our most recent evaluation, including any corrective actions with regard to            significant deficiencies and material weaknesses.
 

Date: April 5, 2004

/s/Dian C. Taylor                    

Dian C. Taylor

Chief Executive Officer (Principal Executive Officer)

 

Exhibit 31.2

CERTIFICATIONS
 

I, David B. Spacht, certify that:
       

1.        I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2003 of Artesian            Resources Corporation (this "Report");

       

2.        Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to            state a material fact necessary to make the statements made, in light of the circumstances under which such            statements were made, not misleading with respect to the period covered by this Report;
 

3.        Based on my knowledge, the financial statements, and other financial information included in this Report,
           fairly present in all material respects the financial condition, results of operations and cash flows of
           the registrant as of, the periods presented in this Report;
 

4.        The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure            controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we            have:
 

           a)         designed such disclosure controls and procedures to ensure that material information relating

                       to the registrant, including its consolidated subsidiaries, is made known to us by others

                       within those entities, particularly during the period in which this Report is being prepared;
 

           b)         evaluated the effectiveness of the registrant's disclosure controls and procedures and presented

                       in this Report our conclusions about the effectiveness of the registrant's disclosure controls and                        procedures as of the end of the period covered by this Report based on such evaluation;
 

           c)         disclosed in this Report any change in the registrant's internal control over financial reporting

                       that occurred during the registrant's fourth fiscal quarter that has materially affected, or

                       is reasonably likely to materially affect, the registrant's internal control over financial

                       reporting; and

 

5.        The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal            control over financial reporting to the registrant's auditors and the audit committee of registrant's board            of directors (or persons performing the equivalent function):
 

           a)         all significant deficiencies and material weaknesses in the design or operation of internal

                       control over financial reporting which are reasonably likely to adversely affect the

                       registrant's ability to record, process, summarize and report financial information; and

 

           b)         any fraud, whether or not material, that involves management or other employees who have a

                       significant role in the registrant's internal control over financial reporting; and
 

6.        The registrant's other certifying officers and I have indicated in this Report whether or not there were            significant changes in internal controls or in other factors that could significantly affect internal controls            subsequent to the date of our most recent evaluation, including any corrective actions with regard to            significant deficiencies and material weaknesses.
 

Date: April 5, 2004

/s/ David B. Spacht                         

David B. Spacht

Chief Financial Officer (Principal Financial Officer)

 

 

 

Exhibit 32

ARTESIAN RESOURCES CORPORATION

FORM OF OFFICER CERTIFICATIONS REQUIRED BY SECTION 906 OF
THE SARBANES-OXLEY ACT

Certification by the Chief Executive Officer and Chief Financial Officer
Relating to a Periodic Report Containing Financial Statements

I, Dian C. Taylor, Chief Executive Officer, and David B. Spacht, Chief Financial Officer, of Artesian Resources Corporation, a Delaware corporation (the "Company"), hereby certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on our knowledge:

    1. The Company's periodic report containing financial statements on Annual Report on Form 10-K for the period ended December 31, 2003 (the "Form 10-K") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 USC Section 78m(a) or Section 78o(d)), as amended; and
    2. The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: April 5, 2004

 

CHIEF EXECUTIVE OFFICER:

CHIEF FINANCIAL OFFICER:
 
 

/s/  Dian C. Taylor                    

/s/  David B. Spacht                  

Dian C. Taylor

David B. Spacht