| SEC

424B3 Form - Prospectus [Rule 424(b)(3)] - MIDDLESEX WATER CO (0000066004) (Filer)

424B31c530995_424b3.htm424B3

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-233649

 

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities

to be registered

Amount to

be registered

Proposed

maximum

offering price

per share (1)

Proposed

maximum

aggregate

offering price (2)

Amount of

registration fee (3)

Common Stock 232,643 shares $60.77 $14,137,715.11 $1,835.08

 

  (1) Based upon the highest price, excluding interest, to be payable per share in connection with the rescission offer covered by this registration statement. The price per share will range from $44.45 to $60.77 per share, depending on the price originally paid by the offeree.
  (2) Aggregate purchase price, excluding interest and dividends, estimated to be paid if the rescission offer covered by this registration is accepted in full.
  (2) Calculated pursuant to Rule 457(j) based upon the highest price at which such securities were sold.

 

 

 

 

 

 

Prospectus Supplement

(To Prospectus Dated September 6, 2019)

 

 

 

Middlesex Water Company

Common Stock

 

 

 

Rescission Offer

 

232,643 Shares of Common Stock, no parvalue

 

Acquired Under the Middlesex Water CompanyInvestment Plan

A Direct Share Purchase and Sale andDividend Reinvestment Plan

For Middlesex Water Company Common Stock

 

Under the terms andconditions described in this prospectus supplement, we are offering to rescind (the “Rescission Offer”) the previouspurchase of shares of Middlesex Water Company common stock, no par value, by persons who acquired an interest in such shares directlythrough the Middlesex Water Company Investment Plan (the “Plan”) from August 1, 2018 through September 3, 2019(the “Purchase Period”).

 

The Rescission Offerapplies to shares of our common stock purchased during the Purchase Period through the Plan at prices ranging from $44.45 per shareto $60.77 per share.

 

If you purchased sharesthrough the Plan during the Purchase Period and accept the Rescission Offer, you will receive:

 

·In the event you sold such shares at a loss, an amount equal to the excess of the amount you paidfor such shares over the proceeds from the sale of the shares, plus interest on the purchase price from the date of the purchaseto the date of the sale, plus interest on the loss realized from the sale of the shares from the date of sale through the datethat payment is made, less dividends that you received or that you were entitled to receive.

 

·In the event you continue to hold such shares, upon tender of such shares, an amount equal to theamount you paid for such shares, plus interest from the date of the purchase, less dividends that you received or that you areentitled to receive.

 

The Rescission Offerwill expire at 4:00 p.m., Eastern Time, on November 12, 2019 (the “Expiration Date”). Please contact MiddlesexWater Company with any questions regarding the Rescission Offer by calling (732) 638-7549, Monday through Friday (except holidays),between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, or by emailing ROA@middlesexwater.com.

 

Our common stock islisted on the Nasdaq Global Select Market under the symbol “MSEX.” The last reported sale price of our common stock(as reported on the Nasdaq Global Select Market) on October 10, 2019 was $64.48 per share. You should obtain trading prices forour common stock before deciding whether or not to accept the Rescission Offer.

 

 

 

 

Our principal executiveoffices are located at 485C Route One South, Suite 400, Iselin, New Jersey 08830-3037. Our main telephone number is (732) 634-1500.

 

You may elect toaccept the Rescission Offer by submitting a Notice of Acceptance of Rescission Offer form (the “Notice Form”) to MiddlesexWater Company on or before the Expiration Date as set forth in this prospectus supplement and in accordance with the instructionsset forth in the Notice Form. You do not need to take any action to reject the Rescission Offer. If you fail to return a legible,properly completed and signed Notice Form on or before the Expiration Date, you will be deemed by us to have rejected the RescissionOffer. Acceptance or rejection of the Rescission Offer may prevent you from maintaining any action against us based on a claimthat we failed to register the sale of shares of our common stock purchased through the Plan during the Purchase Period. The staffof the Securities and Exchange Commission (“SEC”) takes the position that a person’s federal right of rescissionmay survive a rescission offer, but federal courts in the past have ruled that a person who rejects or fails to accept a rescissionoffer is precluded from seeking relief. In any event, any such claim may be barred by applicable statutes of limitations. See “RiskFactors - We may continue to have potential liability even after this Rescission Offer is made due to our issuances of securitiesin possible violation of the federal and state securities laws.

 

Investing in theshares of our common stock, involves risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement.

 

The shares of our commonstock subject to the Rescission Offer may not have been properly registered with the SEC under the Securities Act of 1933, as amended(the “Securities Act”), for offer and sale to participants in the Plan because we inadvertently sold shares of ourcommon stock to participants in the Plan after the registration statement filed with the SEC under the Securities Act coveringsales through the Plan had expired and therefore was no longer effective. The sale of these shares have now been registered bymeans of the registration statement of which this prospectus supplement is a part. We have not retained an underwriter in connectionwith this Rescission Offer.

 

Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement isOctober 11, 2019

 

 

 

 

TABLE OF CONTENTS

 

PAGE

 

Prospectus Supplement

  

ABOUT THIS PROSPECTUS SUPPLEMENT S-i
   
FORWARD-LOOKING STATEMENTS S-i
   
QUESTIONS AND ANSWERS ABOUT THE RESCISSION OFFER S-1
   
RISK FACTORS S-5
   
THE COMPANY S-6
   
THE RESCISSION OFFER S-7
   
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES S-10
   
USE OF PROCEEDS S-14
   
EXPERTS S-14
   
LEGAL MATTERS S-14
   
WHERE YOU CAN FIND MORE INFORMATION S-14
   
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-14
   
APPENDIX A - RESCISSION OFFER ACCEPTANCE LETTER A-1

 

Prospectus
   
ABOUT THIS PROSPECTUS 1
   
COMPANY OVERVIEW 1
   
RISK FACTORS 3
   
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 3
   
USE OF PROCEEDS 5
   
DESCRIPTION OF OUR CAPITAL STOCK 5
   
PLAN OF DISTRIBUTION 8
   
LEGAL MATTERS 10
   
EXPERTS 10
   
WHERE YOU CAN FIND ADDITIONAL INFORMATION 11
   
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 11

 

i
 

 

ABOUTTHIS PROSPECTUS SUPPLEMENT

 

You should rely onlyon the information contained in or incorporated by reference into this prospectus supplement. We have not authorized anyone toprovide you with different information. The information in or incorporated by reference into this prospectus supplement may onlybe accurate on the date hereof. You should assume that the information contained in this prospectus supplement is accurate onlyas of the date on the front cover of this prospectus supplement. Our business, financial condition, results of operations and prospectsmay have changed since any specific date.

 

You should not considerany information in or incorporated by reference into this prospectus supplement to be investment, legal or tax advice. You shouldconsult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchaseor sale of Middlesex Water Company’s common stock, no par value (“Common Stock”).

 

To understand thisoffering fully, you should read this entire document carefully, as well as the documents identified in the section titled “WhereYou Can Find More Information.”

 

FORWARD-LOOKINGSTATEMENTS

 

Some of the statementscontained in this prospectus supplement and in the documents we incorporate by reference are forward-looking statements withinthe meaning of the U.S. federal securities laws that involve risks and uncertainties. The statements contained in this prospectussupplement and the documents we incorporate by reference that are not purely historical, including, without limitation, statementsregarding our expectations, beliefs, intentions or strategies regarding the future, are forward-looking statements. In this prospectussupplement and the documents we incorporate by reference, the words “anticipate,” “believe,” “canimpact,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “project,” “should,” “will,” “will continue to be,” “would,” “predict,” “future,” or similarexpressions also identify forward-looking statements. Examples of forward-looking statements in this prospectus supplement andthe documents we incorporate by reference include statements regarding our expectations as to the availability of adequate andquality supplies of water, future operating results, capital expenditures, liquidity, our ability to adequately control selectedoperating expenses which are necessary to maintain safe and proper utility services, which may be beyond our control, our plansfor continued development, the amount and timing of rate increases and other regulatory matters, including the recovery of certaincosts, our compliance with environmental laws and regulations and estimations of the materiality of related costs, actions takenby government regulators, including decisions on rate increase requests, and weather variations and other natural phenomena impactingutility operations, as well as such other statements described in existing or future documents we incorporate by reference. Thesestatements are only predictions. We make these forward-looking statements based upon information available on the date hereof,and we have no obligation (and expressly disclaim any such obligation) to update or alter any such forward-looking statements,whether as a result of new information, future events, or otherwise. Our actual results could differ materially from those anticipatedin this prospectus supplement or documents incorporated by reference as a result of certain factors including, but not limitedto, those set forth below in the section entitled “Risk Factors” and elsewhere in this prospectus supplementand those incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filedon March 8, 2019), and in subsequent filings made with the Securities and Exchange Commission (“SEC”).

 

 S-i 

 

 

QUESTIONSAND ANSWERS ABOUT THE RESCISSION OFFER

 

Q:Why are we making the Rescission Offer?

 

A:On July 16, 2015, we filed a registration statement on Form S-3 (the “2015 Registration Statement”)with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), covering the sale and issuance of700,000 shares of our Common Stock under the Middlesex Water Company Investment Plan (the “Plan”). On September 27,2019, we determined that we inadvertently sold 232,643 shares of our Common Stock to participants in the Plan after the 2015 RegistrationStatement had expired and therefore was no longer effective.

 

Under the terms and conditionsdescribed in this prospectus supplement, we are offering to rescind (the “Rescission Offer”) the previous purchaseof shares of our Common Stock by persons who acquired an interest in such shares through the Plan from August 1, 2018 through September 3, 2019(the “Purchase Period”). We are making the Rescission Offer with regard to 232,643 shares of our Common Stock whichwere sold through the Plan during the Purchase Period at prices ranging from $44.45 per share to $60.77 per share.

 

It may also be possible thatby not disclosing that the shares were unregistered, that the Common Stock purchased through the Plan during the Purchase Periodmay be subject to resale or other limitations and we may face potential liability for noncompliance with applicable federal andstate securities laws. Therefore, we are conducting this Rescission Offer to attempt to extinguish any federal or state registrationrequirements or related potential liability. The Rescission Offer is intended to address federal and state securities law complianceissues by allowing holders of the Common Stock covered by the Rescission Offer to tender those securities back to us.

 

Q:What will I receive if I accept the Rescission Offer?

 

A:The answer to this question depends on whether you still hold the shares of our Common Stock purchasedthrough the Plan during the Purchase Period.

 

·If you have sold such shares at a loss, we will pay you an amount equal to the amount you paidfor such shares less the proceeds from the sale of the shares, plus interest at an annual rate of 2.36% (see “Terms ofthe Rescission Offer” below), less dividends that you received or that you were entitled to receive prior to such sale.Interest will be paid on the amount originally paid for the shares during the period from the date of purchase of the shares untilthe date of the sale of the shares and on the loss realized from the sale of the shares from the date of sale through the datethat payment is made.

 

·If you continue to hold such shares, we will repurchase the shares and will pay you an amount equalto the amount you paid for such shares, plus interest at an annual rate of 2.36% from the date of purchase of the shares throughthe date that payment is made by us, less dividends that you received or that you are entitled to receive.

 

 S-1 

 

 

Q:What dividends have been paid during the Purchase Period?

 

A:We have paid the following cash dividends during the Purchase Period:

 

Record Date   Payment Date   Dividend Per Share
August 15, 2018   September 4, 2018   $ 0.22375
November 15, 2018   December 3, 2018   $ 0.24000
February 15, 2018   March 1, 2019   $ 0.24000
May 15, 2019   June 3, 2019   $ 0.24000
August 15, 2019   September 3, 2019   $ 0.24000

 

The amount and timing of futuredividends are within the discretion of our board of directors and will depend upon our earnings, financial requirements, governmentalregulations and other factors.

 

Q:When will I receive payment for my shares if I properly accept the Rescission Offer?

 

A:If you properly accept the Rescission Offer by submitting the Notice of Acceptance of RescissionOffer (the “Notice Form”), which is included in this prospectus supplement as Appendix A, upon tender of the sharessubject to the Rescission Offer, we will mail you a check for the proceeds to which you are entitled within ten (10) business daysof November 12, 2019 (the “Expiration Date”).

 

Q:Am I legally required to accept the Rescission Offer?

 

A:No. You are not legally required to accept the Rescission Offer.

 

Q:What considerations should I take into account in deciding whether to accept the Rescission Offer?

 

A:The answer to this question depends on whether you still hold the shares of our Common Stock purchasedthrough the Plan during the Purchase Period.

 

If you no longer hold such shares,you should determine whether any such shares were sold for less than you paid for them. You are not entitled to accept the RescissionOffer with respect to any shares you sold at a price equal to or higher than the sum of the price you paid for them plus any interestthat may be due less the dividends you received or are entitled to receive.

 

If any of the shares you purchasedduring the Purchase Period were sold at a loss, acceptance of the Rescission Offer, with regard to those shares, may be economicallybeneficial to you. The extent to which acceptance of the Rescission Offer is beneficial depends on the amount of the loss, theamount of interest to which you were entitled and the amount of dividends you received or that you were entitled to receive inconnection with such shares. Generally, if the amount of dividends that you received or that you are entitled to receive with respectto shares subject to the Rescission Offer exceeds the amount of the loss you incurred upon the sale of such shares plus any applicableinterest, then you will not be entitled to accept the Rescission Offer with respect to such shares.

 

If you continue to hold suchshares, acceptance of the Rescission Offer is not economically beneficial unless the market value of the shares, as of the ExpirationDate, is less than the amount you paid for such shares during the Purchase Period, plus interest, less dividends that you receivedor that you are entitled to receive.

 

 S-2 

 

 

If you no longer hold allthe shares of our Common Stock acquired through the Plan during the Purchase Period, we will only repurchase those shares thatare not deemed sold (see above for the treatment of shares sold at a loss). Shares are deemed sold in the order in which you purchasedthem. In order to determine which shares are eligible for repurchase, all shares acquired on your behalf through the Plan duringthe Purchase Period will be matched against all sales of shares on or after the Purchase Period by matching the first share acquiredwith the first share sold. Only those purchases that do not have matching sales are eligible for repurchase as part of the RescissionOffer. You are entitled to payment for those shares that are deemed sold at a loss.

 

Q:May I accept the Rescission Offer in part?

 

A:No. You must accept the Rescission Offer for all the Common Stock that was purchased through thePlan during the Purchase Period and are subject to the Rescission Offer.

 

Q:When does the Rescission Offer expire?

 

A:The Rescission Offer expires at 4:00 P.M. Eastern Time, on November 12, 2019.

 

Q:What do I need to do now to accept the Rescission Offer?

 

A:You should complete, sign and date the accompanying Notice Form included with this prospectus supplementand return it to:

 

Middlesex Water Company

485C Route One South,Suite 400

Iselin, New Jersey08830-3037

Attention: ROA

 

We mustreceive your properly completed Notice Form and all other required documentation before the Expiration Date. Otherwise, you willbe deemed to have rejected the Rescission Offer. We will, in our sole discretion, determine whether your Notice Form has been properlycompleted and whether your acceptance of the Rescission Offer will be accepted or rejected.

 

If you currentlyown shares subject to the Rescission Offer and you hold certificates for such shares, you must enclose with the Notice Form thecertificates for the shares to be repurchased by us, properly endorsed for transfer, with your signature guaranteed by an eligibleguarantor institution such as a commercial bank, trust company, securities broker dealer, credit union or savings & loan thatis a member of the Medallion Signature Guarantee Program. If Broadridge Corporate Issuer Solutions, Inc., the agent of the Plan(the “Plan Agent”), is presently holding certificates for the shares to be repurchased by us, or the Plan Agent holdssuch shares in book-entry form, your signature on the Notice Form must be guaranteed as described above and there may be a feeassociated with obtaining such guarantee as described below. If you decide to accept the Rescission Offer and intend to use themail to return your stock certificates to us, we recommend that you use insured registered mail, return receipt requested.

 

If you have already sold sharessubject to the Rescission Offer at a loss, you must enclose with the Notice Form proof reasonably satisfactory to us evidencingthe bona fide sale of such shares to a third party, including the sale price for such shares. Satisfactory proof of the sale priceof such shares may take the form of a receipt or confirmation from the broker, dealer or other person conducting the sale. Thesale price may have been paid in either cash or property. If the sale price was paid in property, the price will be deemed to bethe fair market value of such property at the time of sale. If the proof of the sale price is not reasonably satisfactory to us,we may require additional proof. In addition, we may require evidence that any sale of such shares was a bona fide transfer toa third party for consideration. A gifting of shares for no consideration is not considered to constitute a sale.

 

 S-3 

 

 

Q:Will I have to pay any fees or commissions if I accept the Rescission Offer?

 

A:Generally, you will not pay any fees or commissions if your shares of Common Stock subject to theRescission Offer are held by the Plan Agent. You may incur administrative fees and costs if your shares of Common Stock are incertificated form or held by a broker. You should consult with the Plan Agent, your broker and other professional advisors concerningany such fees and costs.

 

Q:What do I need to do now to reject the Rescission Offer?

 

A:You do not need to take any action to reject the Rescission Offer.

 

Q:What happens if I do not return the Notice Form?

 

A:If you do not return the Notice Form and all other required documentation before the ExpirationDate, you will be deemed to have rejected the Rescission Offer. If you reject the Rescission Offer, you will not receive any paymentwith respect to shares of our Common Stock subject to the Rescission Offer. In addition, the sale of the shares that you now ownthat are subject to the Rescission Offer will have been registered under the Securities Act, effective as of the date of this prospectussupplement and, unless you are deemed to be an “affiliate” of us, such shares will be freely tradable in the publicmarket as of the Expiration Date. Those shares owned by our affiliates will be subject to the restrictions on resale provided inRule 144 under the Securities Act.

 

If you fail to accept the RescissionOffer, it is unclear whether or not your federal rights of rescission and damages will remain preserved. The staff of the SEC takesthe position that a person’s federal right of rescission may survive a rescission offer. However, federal courts in the pasthave ruled that a person who rejects or fails to accept a rescission offer is precluded from later seeking similar relief. Generally,the federal statute of limitations for non-compliance with the requirement to register securities under the Securities Act is oneyear after a violation has occurred, but in no event more than three years after the security was bona fide offered to the public.

 

Q:Can I change my decision after I have mailed my signed Notice Form?

 

A:Yes. You can change your decision about accepting or rejecting the Rescission Offer at any timebefore the Expiration Date. If you change your decision and want to reject the Rescission Offer after you have submitted a NoticeForm accepting the Rescission Offer, you can do this by sending a notice that includes your name, signature, address, social securitynumber or taxpayer identification number, and a clear indication that you are rejecting the previously accepted Rescission Offer,to the following address:

 

Middlesex Water Company

485C Route One South,Suite 400

Iselin, New Jersey08830-3037

Attention: ROA

 

 S-4 

 

 

This notice of rejection mustbe received at the above address before the Expiration Date. Otherwise, you will be deemed to have accepted the Rescission Offerpursuant to your previously submitted Notice Form.

 

If we receive a notice of rejectionof the Rescission Offer before the Expiration Date and you had enclosed certificates for shares of Common Stock with your NoticeForm, we will promptly return the certificates to you.

 

Q:Who can help answer my questions?

 

A:If you have questions regarding the Rescission Offer, you may call the Rescission Administratorat the following number, (732) 638-7549, Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time, priorto the Expiration Date.

 

RISKFACTORS

 

An investment inour Common Stock involves risks. Before making your decision concerning whether to accept or reject the Rescission Offer, you shouldcarefully consider the following risk factors relating to the Rescission Offer in addition to the risks identified in Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed on March 8,2019), and in our subsequent filings made with SEC, which are incorporated by reference into this prospectus supplement. For moreinformation about accessing these reports, please see “Where You Can Find More Information” below.

 

Risks Related to this Rescission Offer

 

We may continue to have potentialliability even after this Rescission Offer is made due to our issuances of securities in possible violation of the federal andstate securities laws.

 

The Securities Actdoes not expressly provide that a rescission offer will terminate a purchaser’s right to rescind a sale of stock that wasnot registered or exempt from the registration requirements of the Securities Act. Accordingly, if you affirmatively reject orfail to accept the Rescission Offer, it is unclear whether or not you will have a right of rescission under the Securities Actafter the expiration of the Rescission Offer. The staff of the SEC takes the position that a person’s federal right of rescissionmay survive the Rescission Offer. However, federal courts have ruled that a person who rejects or fails to accept a rescissionoffer is precluded from later seeking similar relief. Consequently, should any offerees reject the Rescission Offer, expresslyor by failing to return a Notice Form postmarked by 4:00 P.M. Eastern Time on the Expiration Date of this Rescission Offer,we may continue to be potentially liable under the Securities Act for the purchase price or for certain losses if the shares havebeen sold. It may also be possible that by not disclosing that the shares were unregistered, you may face resale or other limitationson the shares of Common Stock acquired by you during the Purchase Period and we may face potential liability for noncompliancewith applicable federal and state securities laws. Federal securities laws provide that a purchaser of securities may lose anyrescission rights one (1) year from the date of purchase of such shares and three (3) years from the date such shares were bonafide offered to the public.

 

 S-5 

 

 

We cannot predict whether the amountsyou would receive in the Rescission Offer would be greater than the market value of our shares.

 

Our Common Stock isactively traded on the NASDAQ under the symbol, “MSEX.” The amount you would receive in the Rescission Offer is fixedand is not tied to the market value of our Common Stock on NASDAQ at the time the Rescission Offer closes. As a result, if youaccept the Rescission Offer, you may receive less than the market value of the shares you would be tendering to us. It is alsopossible that, following your acceptance of the Rescission Offer, the market value of our shares may increase, and you would notreceive the benefit of such appreciation if you accept the Rescission Offer. In addition, if you do not accept the Rescission Offerand the market value of our shares decreases, we believe you will not be able to sue us to rescind your investment due to the possibleviolations of the securities laws described in this prospectus supplement.

 

You need to consider certain U.S.federal income tax consequences.

 

The U.S. federal incometax consequences of the Rescission Offer are uncertain. We intend to treat repurchases under the Rescission Offer as a taxableredemption of shares. The Internal Revenue Service (“IRS”) may alternatively characterize the repurchases under theRescission Offer as payment by us with respect to a loan from you for U.S. federal income tax purposes. Our treatment of the RescissionOffer is not binding on the IRS and may result in differing tax consequences. See “Material U.S. Federal Income Tax Consequences.”

 

THECOMPANY

 

Middlesex Water Company(“Middlesex” or the “Company”) has operated as a water utility in New Jersey since 1897, and in Delaware,through our wholly-owned subsidiary, Tidewater Utilities, Inc. (“Tidewater”), since 1992. We are in the business ofcollecting, treating, distributing and selling water for domestic, commercial, municipal, industrial and fire protection purposes.We also operate New Jersey municipal water, wastewater and storm water systems under contract and provide water and wastewaterservices in New Jersey and Delaware through our subsidiaries, including Tidewater (and Tidewater’s wholly owned subsidiaries,Southern Shores Water Company, LLC (“Southern Shores”), and White Marsh Environmental Systems, Inc. (“White Marsh”)Tidewater Environmental Services, Inc. (“TESI”), Pinelands Water Company (“Pinelands Water”), PinelandsWastewater Company (“Pinelands Wastewater”), Utility Service Affiliates, Inc. (“USA”), Utility ServiceAffiliates (Perth Amboy) Inc. (“USA-PA”), and Twin Lakes Utilities, Inc. (“Twin Lakes”). We are regulatedas to the rates charged to customers for water and wastewater services, as to the quality of water service we provide and as tocertain other matters. Only our USA, USA-PA and White Marsh subsidiaries are not regulated utilities as to their rates.

 

Our Middlesex Systemprovides water service to approximately 61,000 retail customers, primarily in central New Jersey. The Middlesex System also provideswater service under contract to municipalities in central New Jersey with a total population of approximately 219,000. Throughour subsidiary, USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy, New Jersey. Our otherNew Jersey subsidiaries, Pinelands Water and Pinelands Wastewater, provide water and wastewater services to residents in SouthamptonTownship, New Jersey. Our USA subsidiary operates the Borough of Avalon, New Jersey’s water utility, sewer utility and stormwater system under a ten-year operations and maintenance contract. Under a marketing agreement with HomeServe USA, USA offers residentialcustomers in New Jersey and Delaware a menu of water and wastewater related home maintenance programs.

 

 S-6 

 

 

Our Delaware subsidiaries,Tidewater and Southern Shores, provide water services to approximately 47,000 retail customers in New Castle, Kent and Sussex Counties,Delaware. Our TESI subsidiary provides regulated wastewater service to approximately 3,600 residential retail customers in Delaware.Our White Marsh subsidiary serves an additional 4,000 residential customers under unregulated operating contracts with variousowners of small water and wastewater systems in Kent and Sussex Counties. Our Pennsylvania subsidiary, Twin Lakes, provides waterservices to approximately 120 customers in Shohola, Pennsylvania.

 

Middlesex Water Company’sprincipal executive offices are located at 485C Route 1 South, Suite 400, Iselin, New Jersey 08830. Our main phone numberis 732-634-1500.

 

THERESCISSION OFFER

 

Background and Reasons for the RescissionOffer

 

We are required toregister with the SEC the sale of shares of our Common Stock to participants in the Plan. On September 27, 2019, we determinedthat we inadvertently sold shares of Common Stock through the Plan during the Purchase Period after the 2015 Registration Statementhad expired and therefore was no longer effective. Our inadvertent sale of shares of our Common Stock to participants in the Planafter the 2015 Registration Statement expired may have constituted violations of Section 5 of the Securities Act (which generallyrequires registration of offers and sales of securities) and may give rise to liability under Section 12 of the Securities Act(which generally provides a rescission remedy for offers and sales of securities in violation of Section 5).

 

We are making thisRescission Offer with respect to 232,643 unregistered shares of Common Stock sold through the Plan during the Purchase Period.We are making the Rescission Offer to ensure compliance with the Securities Act and to limit any potential liability we may haveas a result of possible noncompliance with applicable federal registration requirements in connection with the purchase of suchshares by participants in the Plan. In determining the beginning and end dates of the Purchase Period, we selected a date afterwhich no unregistered sales of shares of Common Stock were made through the Plan as the ending date of the Purchase Period, anda date that is the first date shares of Common Stock were sold to participants in the Plan as the beginning date of the PurchasePeriod. Only Plan participants who acquired shares of Common Stock through the Plan during the Purchase Period are eligible toparticipate in the Rescission Offer.

 

Effect of the Rescission Offer

 

If you affirmativelyreject, or fail to accept in full, the Rescission Offer before the Expiration Date, you will not receive any payment for the sharesof our Common Stock subject to the Rescission Offer for which you do not accept. In addition, such shares that you now own thatare subject to the Rescission Offer, for purposes of federal securities law, will be registered for sale as of the date of thisprospectus supplement and, unless you are deemed to be an “affiliate” (as defined in Rule 144 under the SecuritiesAct) of us, such shares will be freely tradable in the public market. Those shares owned by our affiliates will be subject to therestrictions on resale provided in Rule 144 under the Securities Act.

 

We believe that youracceptance of the Rescission Offer will, under general theories of estoppel, preclude you from later seeking similar relief. Forfederal securities law purposes, nonacceptance of the Rescission Offer may not terminate your right to bring a civil action againstus for failure to register the shares under the Securities Act before expiration of the applicable statute of limitations. Thestaff of the SEC takes the position that a person’s federal right of rescission may survive a rescission offer. However,federal courts in the past have ruled that a person who rejects or fails to accept a rescission offer is precluded from later seekingsimilar relief. The statute of limitations for enforcement of such statutory rights by a shareholder is one (1) year commencingon the date of the sale of Common Stock sold in violation of the federal registration requirements, but in no event later thanthree (3) years after the Common Stock was bona fide offered to the public.

 

 S-7 

 

 

The above discussionrelates primarily to your potential rescission rights and does not address in detail the antifraud provisions of applicable securitieslaws or rights under state securities laws, common law or equity. However, under applicable state laws, acceptance or rejectionof the Rescission Offer may preclude you from maintaining an action against us in connection with the shares of our Common Stockpurchased during the Purchase Period and subject to the Rescission Offer.

 

Terms of the Rescission Offer

 

If you elect to acceptthe Rescission Offer with respect to shares that you have already sold at a loss, you will receive an amount equal to the amountyou paid for the shares less the proceeds of the sale, plus interest, less dividends that you received or that you were entitledto receive prior to such sale. Interest will be paid on the amount originally paid for the shares during the period from the dateof purchase of the shares until the date of sale of such shares. Interest will also be paid on the loss realized from the dateof sale of the shares through the date that payment is made. We will usean annual interest rate of 2.36%, which is calculated on the basis of the average of the daily 12-month Treasury yields in effectat any time during the Purchase Period.

 

If you elect to acceptthe Rescission Offer with respect to shares that you continue to hold, you will receive an amount equal to the amount you paidfor the shares, plus interest for the period from the date you purchased the shares through the date payment is made, less dividendsthat you received or that you are entitled to receive.

 

If you no longer holdall the shares of our Common Stock acquired through the Plan during the Purchase Period, we will only repurchase those shares thatare not deemed sold (see above for the treatment of shares sold at a loss). Shares are deemed sold in the order in which you purchasedthem. In order to determine which shares are eligible for repurchase, all shares acquired on your behalf through the Plan duringthe Purchase Period will be matched against all sales of shares on or after the Purchase Period by matching the first share acquiredwith the first share sold. Only those purchases that do not have matching sales are eligible for repurchase as part of the RescissionOffer. You are entitled to payment for those shares that are deemed sold at a loss.

 

During the PurchasePeriod, we have paid the following cash dividends. The amount and timing of future dividends are within the discretion of our boardof directors and will depend upon our earnings, financial requirements, governmental regulations and other factors.

 

Record Date   Payment Date   Dividend Per Share
August 15, 2018   September 4, 2018   $ 0.22375
November 15, 2018   December 3, 2018   $ 0.24000
February 15, 2018   March 1, 2019   $ 0.24000
May 15, 2019   June 3, 2019   $ 0.24000
August 15, 2019   September 3, 2019   $ 0.24000

 

The Rescission Offerexpires 30 days after you receive the notice of the Rescission Offer.

 

If you properly acceptthe Rescission Offer, we will mail you a check for the proceeds to which you are entitled within ten (10) business days followingthe Expiration Date.

 

 S-8 

 

 

As of October 10, 2019,the closing sale price of our Common Stock (as reported on the NASDAQ Global Select Market) was $64.48 per share. For the fifty-twoweek period ending on such date, the per share sales price of our Common Stock ranged from a high of $66.10 to a low of $43.12.

 

How to Accept or Reject the RescissionOffer

 

You are not legallyrequired to accept the Rescission Offer.

 

How to accept theRescission Offer

 

Acceptance of the RescissionOffer is optional if you purchased shares of our Common Stock through the Plan during the Purchase Period. Generally, acceptanceof the Rescission Offer is economically beneficial only if (i) you have sold shares purchased during the Purchase Period at a lossand the loss you incurred, plus applicable interest, exceeds the amount of dividends which you received or that you were entitledto receive in connection with such shares, or (ii) if you continue to hold shares purchased during the Purchase Period, the marketvalue of our Common Stock on the Expiration Date is less than the price you paid during the Purchase Period, plus interest, lessdividends that you received or that you are entitled to receive. You must accept the Rescission Offer for all the shares of CommonStock subject to the Rescission Offer. In the event you elect to accept the Rescission Offer, you must complete the Notice Formand return it to the attention of Middlesex Water Company, 485C Route One South, Suite 400, Iselin, New Jersey 08830-3037, Attention:ROA. We must receive your properly completed Notice Form and all other required documentation before the Expiration Date. Otherwise,you will be deemed to have rejected the Rescission Offer. We will, in our sole discretion, determine whether your Notice Form hasbeen properly completed and whether your acceptance of the Rescission Offer will be accepted or rejected.

 

If you currently ownshares subject to the Rescission Offer and you hold certificates for such shares, you must enclose with the Notice Form the certificatesfor the shares to be repurchased by us, properly endorsed for transfer, with your signature guaranteed by an eligible guarantorinstitution such as a commercial bank, trust company, securities broker dealer, credit union or savings & loan that is a memberof the Medallion Signature Guarantee Program. If the Plan Agent is presently holding certificates for the shares to be repurchasedby us, or the Plan Agent holds such shares in book-entry form, your signature on the Notice Form must be guaranteed as describedabove. If you decide to accept the Rescission Offer and intend to use the mail to return your stock certificates to us, we recommendthat you use insured registered mail, return receipt requested.

 

If you have alreadysold shares subject to the Rescission Offer at a loss, you must enclose with the Notice Form proof reasonably satisfactory to usevidencing the bona fide sale of such shares to a third party, including the sale price for such shares. Satisfactory proof ofthe sale price of such shares may take the form of a receipt or confirmation from the broker, dealer or other person conductingthe sale. The sale price may have been paid in either cash or property. If the sale price was paid in property, the price willbe deemed to be the fair market value of such property at the time of sale. If the proof of the sale price is not reasonably satisfactoryto us, we may require additional proof. In addition, we may require evidence that any sale of such shares was a bona fide transferto a third party for consideration. A gifting of shares for no consideration is not considered to constitute a sale.

 

How to Reject the Rescission Offer

 

You do not need totake any action to reject the Rescission Offer. If you change your decision and want to reject the Rescission Offer after havingsubmitted the Notice Form accepting the Rescission Offer, then you may reject the Rescission Offer by sending a notice that includesyour name, signature, address, social security number or taxpayer identification number, and a clear indication that you are rejectingthe Rescission Offer to the attention of Middlesex Water Company, 485C Route One South, Suite 400, Iselin, New Jersey 08830-3037,Attention: ROA. We must receive this notice of rejection before the Expiration Date. Otherwise, you will be deemed to have acceptedthe Rescission Offer pursuant to your latest accepted Notice Form.

 

 S-9 

 

 

If we receive a noticeof rejection of the Rescission Offer before the Expiration Date and you had enclosed certificates for shares of Common Stock withyour Notice Form, we will promptly return the certificates to you.

 

If you fail to notifyus in writing of your acceptance of the Rescission Offer on or prior to the Expiration Date, you will be deemed to have rejectedthe Rescission Offer with respect to all of the shares of Common Stock subject to the Rescission Offer. Acceptance or rejectionof the Rescission Offer may not terminate your right to bring a civil action against us for failure to register the shares underfederal securities laws. However, federal law does provide that you may lose any rescission rights under federal securities lawsone (1) year from the date of purchase of such shares and three (3) years from the date such shares were bona fide offered to thepublic.

 

Accounting for the Rescission Offer

 

We intend to accountfor the Rescission Offer by recording the fair market value of the shares of our Common Stock purchased by us as a charge to additionalpaid-in-capital based on the quoted market price of our Common Stock at the close of business on the Expiration Date. Any amountspaid by us pursuant to the Rescission Offer in excess of the fair market value of such shares, and any amounts paid by us withrespect to shares of our Common Stock that were sold at a loss, will be recorded as other expense included in our consolidatedstatement of income.

 

Use of Stock Purchased by Us in RescissionOffer

 

The shares of our CommonStock purchased by us pursuant to the Rescission Offer, if any, will become authorized but unissued shares of Common Stock, andmay be issued by us in accordance with our articles of incorporation.

 

Funding the Rescission Offer

 

We have sufficientfunds available to pay for the purchase of any shares of Common Stock that may be tendered to us as a result of the RescissionOffer.

 

Questions about the Rescission Offer

 

If you have questionsregarding the Rescission Offer, you may call the Company (the “Rescission Administrator”) at the following number,(732) 638-7549, Monday through Friday between the hours of 9:00 a.m. and 5:00 p.m., prevailing Eastern Time, prior to the ExpirationDate.

 

MATERIALU.S. FEDERAL INCOME TAX CONSEQUENCES

 

Federal Income Tax Consequences Relatedto the Rescission Offer

 

The following discussionsummarizes the material federal income tax consequences relating to the Rescission Offer. This discussion is based on the InternalRevenue Code of 1986, as amended (the “Code”), final, proposed and temporary U.S. Treasury Regulations and judicialand administrative interpretations thereof, all as of the date hereof, changes to any of which subsequent to the date of this RescissionOffer may affect the tax consequences described herein, possibly with retroactive effect. The following discussion is not exhaustiveof all possible tax consequences. It does not give a detailed discussion of any state, local or non-.U.S. tax consequences, nordoes it discuss all of the aspects of federal income taxation that may be relevant to a holder in light of such holder’sparticular circumstances or to special classes of holders subject to particular treatment under federal income tax laws.

 

 S-10 

 

 

You are urged to consultwith your own tax advisor regarding the specific consequences to you of accepting the Rescission Offer, including the federal,state, local, non-U.S. and other tax consequences and the potential changes in applicable tax laws.

 

This discussion addressesonly the U.S. federal income tax considerations applicable to U.S. Holders (described below) that hold shares of our Common Stocksubject to the Rescission Offer as capital assets (generally, assets held for investment), or, as to a person who accepts the RescissionOffer with respect to shares of our Common Stock previously sold by such person, that such person held such shares as capital assets.The U.S. federal income tax laws applicable to the Rescission Offer are unclear. We have not obtained, nor do we intend to obtain,a ruling from the IRS with respect to the tax consequences to anyone accepting the Rescission Offer. The IRS is not precluded fromasserting a position contrary to the positions summarized in this discussion or otherwise recharacterizing a rescission transactionin whole or in part.

 

For purposes of thisdiscussion, a “U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of shares that is:

 

oa citizen or individual resident of the United States;

 

oa corporation created or organized in or under the laws of the United States, any state therein,or the District of Columbia; or

 

oan estate or trust the income of which is subject to U.S. federal income taxation regardless ofits source.

 

The U.S. federal incometax treatment of a partner in a partnership (for U.S. federal income tax purposes) that holds shares of our Common Stock will dependon the status of the partner and the activities of the partnership. Partners in partnerships holding shares of our Common Stockshould consult their tax advisors concerning the U.S. federal income tax consequences to them of the sale of the shares pursuantto the Rescission Offer.

 

Cash payment treated as a redemptionpayment

 

We intend to treatrepurchases under the Rescission Offer as a taxable redemption of shares, with the redemption price equal to the amount paid byus for such shares (including in the redemption price the amount treated for state law purposes as interest). The IRS may alternativelycharacterize the repurchases under the Rescission Offer as payment by us with respect to a loan from you for U.S. federal incometax purposes. Under this characterization, the repurchase would be treated as a nontaxable return of the original purchase priceplus the payment of interest, which would be taxable to you as ordinary income and would be deductible by us. We do not believethis alternative characterization is the appropriate treatment for U.S. federal income tax purposes since, among other reasons,you have the option to either accept or reject the Rescission Offer.

 

 S-11 

 

 

Determining if the redemption isa sale or a distribution

 

If the repurchase paymentis treated as made for shares of our Common Stock, the tax treatment of the redemption payment will differ depending on whetherthe redemption of shares of our Common Stock under the Rescission Offer is treated as a sale or exchange of such shares or, alternatively,as a distribution. The redemption should be treated as a sale or exchange, and not as a distribution, if it (a) results in a “completeredemption” of your interest in our capital stock; (b) is “substantially disproportionate” with respect to you;or (c) is “not essentially equivalent to a dividend” as such terms are defined by Section 302(b) of the Code. Thesethree tests, which are more fully described below, are collectively referred to in this discussion as the “Redemption Tests.”

 

The Redemption Testsare applied on a person-by-person basis. If a redemption does not satisfy any of the Redemption Tests, the payment of the proceedsfrom the sale will be treated as a distribution. Because the Redemption Tests are applied independently to each person, it is possiblethat some persons accepting the Rescission Offer will be subject to sale or exchange treatment and others will receive distributiontreatment. Because the application of the Redemption Tests is applied on a person-by-person basis, you should consult your owntax advisor in connection with the possible federal income tax treatment that may apply in your particular case.

 

For purposes of determiningwhether any of the Redemption Tests are satisfied, you are treated as owning not only shares of our capital stock that you actuallyown, but also shares of our capital stock that are treated as constructively owned by you. You may be deemed to constructivelyown shares of our capital stock actually owned, and in some cases constructively owned, by certain related individuals or entitiestreated as related to you and shares of our capital stock that you have the right to acquire by exercise of an option, warrantor a conversion right. Contemporaneous or related transactions in our capital stock or stock options may also affect the RedemptionTests.

 

Complete Redemption.The redemption will result in a “complete redemption” of all of your shares of our capital stock if either (a) allof such shares actually and constructively owned by you are sold pursuant to the Rescission Offer or (b) all of such sharesactually owned by you are sold pursuant to the Rescission Offer and you are eligible to waive and effectively waive constructiveownership of such shares as described in Section 302(c) of the Code and applicable U.S. Treasury Regulations.

 

Substantially Disproportionate.The redemption will be “substantially disproportionate” with respect to you if (a) the percentage of our voting stockowned by you immediately after the redemption (taking into account all shares of our Common Stock purchased by us pursuant to theRescission Offer) equals less than eighty percent of the percentage of our voting stock owned by you immediately before the redemption;(b) the percentage of our Common Stock owned by you after the redemption (taking into account the effect of all shares of our CommonStock purchased by us pursuant to the Rescission Offer) equals less than eighty percent of the percentage of our Common Stock youown immediately before the redemption; and (c) after the redemption you own less than fifty percent of the total combined votingpower of all classes of our voting stock entitled to vote (taking into account the effect of all shares of our Common Stock purchasedby us pursuant to the Rescission Offer).

 

Not EssentiallyEquivalent to a Dividend. The redemption will satisfy the “not essentially equivalent to a dividend” test withrespect to you if, in light of your particular circumstances (including your relative interest in our capital stock), your saleof shares of our Common Stock pursuant to the Rescission Offer results in a “meaningful reduction” of your interestin our capital stock (taking into account the effect of all shares of our Common Stock purchased by us pursuant to the RescissionOffer). This test may be satisfied irrespective of your failure to satisfy the “complete redemption” or “substantiallydisproportionate” tests.

 

 S-12 

 

 

Consequences if your redemption isa sale or exchange

 

Assuming that our treatmentof a repurchase under the Rescission Offer as a taxable redemption is correct, and if the redemption is a sale or exchange underone of the Redemption Tests described above, you will have capital gain or loss equal to the difference between the amount youreceive pursuant to the Rescission Offer (including the portion of such amount equal to the interest on the original purchase price)and your adjusted tax basis in such shares. Your adjusted tax basis will generally be the amount you paid to acquire the shares.Any gain or loss will be capital gain or loss and will be long-term capital gain or loss if your holding period for the sharesis longer than one year at the time of the sale. If you are a non-corporate U.S. Holder, any long-term capital gain you recognizeis generally eligible for a reduced rate of taxation. The deductibility of capital losses is subject to limitations.

 

Consequences if your redemption isa distribution

 

If your redemptionfails to qualify for sale or exchange treatment under the Redemption Tests described above, the gross proceeds you receive pursuantto the Rescission Offer will be characterized as a dividend distribution to the extent of our accumulated or current earnings andprofits (on a pro rata basis with other persons whose redemptions fail to so qualify) and includible in your gross income. Theportion, if any, of the proceeds received by you in excess of the amount treated as a dividend will be treated first as a tax-freerecovery of your basis in the redeemed shares and then as capital gain from a sale or exchange. If you receive proceeds that aretaxed as a dividend, you generally should be able to transfer any unrecovered tax basis in the redeemed shares to any shares ofour capital stock retained by you, or possibly to shares constructively owned by you if you do not retain any shares of our capitalstock.

 

Payments with respect to shares previouslysold

 

If you previously soldshares of our Common Stock subject to the Rescission Offer, we believe that the amount paid to you pursuant to the Rescission Offerwith respect to such shares that you previously sold (including the portion of the payment treated for state law purposes as) willbe treated as capital gain at least to the extent of any losses incurred by you on such prior sales, although any payment in excessof such prior losses may be treated as a distribution taxable as ordinary income, as discussed under the heading “Consequencesif your redemption is a distribution.” To the extent the payment is taxable as capital gain, the gain will be long-term capitalgain if your holding period for the shares was longer than one year at the time of the sale. If you are a non-corporate U.S. Holder,any long-term capital gain you recognize is generally eligible for a reduced rate of taxation.

 

Backup withholding

 

Under the U.S. federalincome tax backup withholding rules, 24% of the gross proceeds payable to a person pursuant to the Rescission Offer must be withheldand remitted to the United States Treasury unless you (a) are an exempt recipient and, if required, establish your right toan exemption or (b) provide your taxpayer identification number, certify that you are not currently subject to backup withholding,and otherwise comply with applicable requirements of the backup withholding rules. You may generally avoid backup withholding byfurnishing a completed Substitute Form W-9 included as part of the Notice Form. Backup withholding is not an additional tax; anyamount withheld under these rules will be credited against your U.S. federal income tax liability.

 

 S-13 

 

 

USEOF PROCEEDS

 

The Company will receiveno proceeds from the Rescission Offer.

 

EXPERTS

 

The consolidated financialstatements incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December31, 2018, and the effectiveness of our internal control over financial reporting have been audited by Baker Tilly Virchow Krause,LLP, an independent registered accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidatedfinancial statements have been so incorporated in reliance on the report of Baker Tilly Virchow Krause, LLP, an independent registeredpublic accounting firm, given on their authority as experts in auditing and accounting.

 

LEGALMATTERS

 

Jay L. Kooper, VicePresident, General Counsel and Secretary, Middlesex Water Company, has passed upon the legality of the Common Stock offered bythis prospectus supplement. Based on this opinion, the shares of Common Stock, when issued by the company in accordance with theterms of the plan, will be validly issued, fully paid and non-assessable.

 

WHEREYOU CAN FIND MORE INFORMATION

 

We file annual, quarterlyand current reports, proxy and information statements and other information with the SEC under the Securities Exchange Act of 1934,as amended (the “Exchange Act”). You may read and copy this information at the SEC’s Public Reference Room at100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling theSEC at 1-800-SEC-0330.

 

The SEC also maintainsan internet site that contains reports, proxy and information statements and other information regarding issuers, such as MiddlesexWater, that file electronically with the SEC. The address of the SEC’s web site is: http://www.sec.gov. In addition,Middlesex Water maintains a website at www.middlesexwater.com. Except as expressly stated herein, no information contained in,or that can be accessed through, our website is incorporated by reference into this prospectus supplement, and no such informationshould be considered a part of this prospectus supplement.

 

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” in this prospectus supplement other information that we file with it. This means we discloseimportant information to you by referring you to those documents. Specifically, we incorporate the following documents by referenceinto this prospectus supplement:

 

·Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 8, 2019;

 

·The portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 11, 2019, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018;

 

·Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, filed with the SEC on May 6, 2019, and June 30, 2019, filed with the SEC on July 31, 2019;

 

 S-14 

 

 

·Current Reports on Form 8-K, filed with the SEC on January 29, 2019, April 22, 2019, April 25, 2019, May 22, 2019, July 2, 2019, July 25, 2019, August 5, 2019, September 6, 2019, September 23, 2019, September 25, 2019, October 3, 2019 and October 8, 2019; and

 

·The material under the caption “Description of Capital Stock” in the Company’sRegistration Statement on Form 8-A under Section 12(g) of the Exchange Act, which incorporates by reference the information under “Common Stock” in the prospectus supplement constituting a part of the Company’s Registration Statement on FormS-1 (File No. 2-55058) and any subsequent amendments and reports filed for the purposes of updating such descriptions.

 

We also incorporateby reference in this prospectus supplement additional documents filed by us with the SEC under Section 13(a), 13(c), 14 or15(d) of the Exchange Act after the date of this prospectus supplement, and prior to the Expiration Date of the Rescission Offercovered by this prospectus supplement. Additional documents that we incorporate by reference into this prospectus supplement aredeemed a part of this prospectus supplement from the date of filing the documents.

 

The information incorporatedby reference is an important part of this prospectus supplement; however, to the extent that inconsistencies exist between informationpresented in this prospectus supplement and information contained in incorporated documents filed with the SEC before the dateof this prospectus supplement, the information in this prospectus supplement automatically updates and supersedes the earlier information.Additionally, information that we file with the SEC after the date of this prospectus supplement automatically will update andsupersede the information in this prospectus supplement and any earlier filed or incorporated information.

 

Documents incorporatedby reference are available without charge to each shareholder, including any beneficial owner, to whom this prospectus supplementis delivered, upon the person’s written or oral request. In addition, you may obtain all documentation relating to the planthat is required to be delivered to participants pursuant to the rules adopted under the Securities Act. You should address writtenrequests for copies to:

 

Middlesex Water Company

485C Route One South, Suite 400

Iselin, New Jersey 08830-3037

Attention: Investor Relations

 

You should direct telephonerequests to Middlesex Water Company at (732) 634-1500.

  

 S-15 

 

 

Appendix A

 

 
485C Route One South
Suite 400
Iselin, New Jersey 08830
NASDAQ:MSEX

 

  

Dear Valued Shareholder:

 

As you are aware, Middlesex Water Company(the “Company”) administers the Middlesex Water Company Investment Plan (the “Plan”) which allows new andexisting investors to purchase shares of MSEX Common Stock in a convenient and economical manner and to reinvest cash dividendsin shares of Common Stock without payment of a brokerage commission.

 

On September 27, 2019, the Company determinedthat it had inadvertently sold shares of Common Stock through the Plan from August 1, 2018 through September 3, 2019 (the “PurchasePeriod”) under a registration statement that had expired and was no longer effective. Under applicable federal securitieslaws, participants in the Plan who purchased shares of MSEX Common Stock through the Plan during the Purchase Period have anoption to rescind their purchases and require the Company to repurchase their shares for an amount equal to the price paid forsuch shares (or, if such shares have been sold, to receive payment for any loss that was incurred on the sale), less any dividendspaid on such shares, plus interest. During the period in question, plan participants purchased 232,643 shares of MSEX CommonStock at an average price of $55.79 per share. The price of the Company’s Common Stock at the close of business on October2, 2019 was $63.80.

 

On October 2, 2019, our Board of Directorsapproved a plan to voluntarily offer a right of rescission (the “Rescission Offer”) to Plan participants who purchasedshares of MSEX Common stock during the Purchase Period at prices ranging from $44.45 per share to $60.77 per share. Included withthis letter is the Plan Prospectus Supplement that fully explains the Rescission Offer and that eligible Plan participants willhave until November 12, 2019, to decide to accept or reject the Rescission Offer.

 

Please note, we are required to notifyyou of this technical correction. You are under no obligation to do anything upon receiving this Rescission Offer and you may electto accept or reject the Rescission Offer. The shares you purchased during this time period are valid and the sale of such sharesis now registered. This notification does not change your position in MSEX Common Stock or impact the price of your shares.

 

Included with this notification is a Noticeof Acceptance of Rescission Offer (the “Notice Form”). To reject the Rescission Offer, do not return the NoticeForm. You do not need to do anything to reject the Rescission Offer. To accept the Rescission Offer, complete, sign and returnthe Notice Form and ensure its receipt by the Company by 4:00 P.M. Eastern Time, on November 12, 2019.

 

WE URGE YOU TO CAREFULLY REVIEW THE COMPANY’S PROSPECTUSSUPPLEMENT DATED OCTOBER 11, 2019 (THE “PROSPECTUS SUPPLEMENT”) BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THERESCISSION OFFER. 

 

If you elect to accept the Rescission Offer,the Company will mail a check to you for all proceeds pursuant to the Rescission Offer in accordance with the terms of the ProspectusSupplement.

 

Please note that prior to the release ofthe Rescission Offer, the Company had exercised its right under Section 45 of the Plan to temporarily suspend the Plan effectiveSeptember 30, 2019, meaning that no shares of the Company’s Common Stock may be issued under the Plan until the suspensionis lifted by the Company. With the release of the Rescission Offer, the Company has lifted the purchase suspension. Optional cashpurchase funds received from Plan participants for October 2019 and held by the Company’s Transfer Agent, Registrar and Administrator,Broadridge Corporate Issuer Services Inc., shall be included in the next authorized optional cash purchase date, which is November4,2019.

 

Shareholders who would like their optionalcash payments sent in for the October 2019 purchase returned to them may contact the Company to facilitate their request.

 

We have reviewed our processes and apologize for any inconveniencethis matter may have caused. Shareholders with questions may feel free to contact the Company at (732) 638-7549.

 

  Sincerely,  
     
  /s/ Dennis W. Doll  
  Dennis W. Doll  
  Chairman, President and CEO  

  

 

 A-1 

 

 

Notice of Acceptance of RescissionOffer

 

Please note that your acceptanceof the Rescission Offer applies to all the shares of Common Stock, no par value, of Middlesex Water Company which are subjectto the Rescission Offer.

 

 

¨ I hereby ACCEPT the Rescission Offer relating to the Middlesex Water Company shares as set forth in the letter from Middlesex Water Company dated October 11, 2019 and the prospectus supplement contained therein. If this box is checked you must complete the following:

 

  ¨ I hereby represent that I continue to own all of the shares subject to the Rescission Offer.

 

  ¨ I hereby represent that I continue to own all of the shares subject to the Rescission Offer except ___________________ shares which were sold in the following transactions:

 

 

Number of Shares

 

 

Transaction Date

 

Indicate Per

Share Sale Price

         
         
         

 

  ¨ I hold the shares subject to the Rescission Offer in certificate form and have enclosed the certificate(s) endorsed in blank. Important Note: Submission of the certificate(s) is a prerequisite for receiving payment under the terms of the Rescission Offer.

 

  ¨ I hold the shares subject to the Rescission Offer in a Plan account and authorize Middlesex Water Company and the Plan Agent, Broadridge Corporate Issuer Solutions, Inc., to remove the shares which are the subject of the Rescission Offer upon issuance of a check payable to me in accordance with the terms of the Rescission Offer. Important Note: Checking this box is a prerequisite for receiving payment under the terms of the Rescission Offer.

  

 

 

Print Name

 

 
 
Address
 
 
Signature
 
 
Date

 

 

 

PROSPECTUS

 

 

Middlesex Water Company

 

Common Stock

 

From time to time,we may offer, issue and sell shares of our Common Stock in one or more offerings.

 

This prospectus providesa general description of the securities we may offer. When we offer securities, we will provide specific terms of the securitiesoffered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you inconnection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or changeinformation contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and anyrelated free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securitiesbeing offered.

 

Our Common Stock istraded on The NASDAQ Global Select Market under the symbol “MSEX”.

 

We may offer and sellour securities to or through one or more agents, underwriters, dealers or other third parties or directly to one or more purchaserson a continuous or delayed basis or through a combination of such methods. See “Plan of Distribution” on page 8. Ifagents, underwriters or dealers are used to sell our securities, we will name them and describe their compensation in a prospectussupplement. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicablepurchase price, fee, commission or discount arrangements between or among them, will be set forth, or will be calculable from theinformation set forth, in the applicable prospectus supplement.

 

Investing in oursecurities involves certain risks. You should review carefully the risks and uncertainties referenced under the heading “RiskFactors” on page 4 of this prospectus as well as those contained in the applicable prospectus supplement and any relatedfree writing prospectus, and in the other documents that are incorporated by reference into this prospectus or the applicable prospectussupplement.

 

NEITHER THE SECURITIESAND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is September6, 2019

 

 

 

 

TABLE OF CONTENTS

 

  PAGE
   
ABOUT THIS PROSPECTUS 1
   
COMPANY OVERVIEW 1
   
RISK FACTORS 3
   
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 3
   
USE OF PROCEEDS 5
   
DESCRIPTION OF OUR CAPITAL STOCK 5
   
PLAN OF DISTRIBUTION 8
   
LEGAL MATTERS 10
   
EXPERTS 10
   
WHERE YOU CAN FIND ADDITIONAL INFORMATION 11
   
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 11

  

We are responsiblefor the information contained and incorporated by reference in this prospectus, in any accompanying prospectus supplement, andin any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information,and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offers tosell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a personto whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. Theinformation contained in this document speaks only as of the date of this document, unless the information specifically indicatesthat another date applies. Neither the delivery of this prospectus or any accompanying prospectus supplement, nor any sale of securitiesmade under these documents, will, under any circumstances, create any implication that there has been no change in our affairssince the date of this prospectus, any accompanying prospectus supplement or any free writing prospectus we may provide you inconnection with an offering or that the information contained or incorporated by reference is correct as of any time subsequentto the date of such information. You should assume that the information in this prospectus or any accompanying prospectus supplement,as well as the information incorporated by reference in this prospectus or any accompanying prospectus supplement, is accurateonly as of the date of the documents containing the information, unless the information specifically indicates that another dateapplies. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

 

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ABOUT THIS PROSPECTUS

 

This prospectus ispart of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (“SEC”)using the “shelf” registration process. Under the shelf registration process, we may from time to time sell the securitiesdescribed in this prospectus in one or more offerings.

 

This prospectus providesyou with a general description of the securities we may offer. Each time we sell securities under this prospectus in a manner notdescribed herein, we will provide you with a prospectus supplement that will contain specific information about the terms of theoffering and means of distribution. A prospectus supplement may include other special considerations applicable to such offeringof securities. The prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistencybetween the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectussupplement. We urge you to carefully read this prospectus, the applicable prospectus supplement and any free writing prospectusrelating to the specific issue of securities, together with the information described under the headings “Where You Can FindAdditional Information” and “Incorporation of Certain Information by Reference” before you invest in our securities.

 

The prospectus supplementwill describe: the terms of the securities offered, any initial public offering price, the price paid to us for the securities,the net proceeds to us, the manner of distribution and any underwriting compensation and the other specific material terms relatedto the offering of the applicable securities. For more detail on the terms of the securities, you should read the exhibits filedwith or incorporated by reference in our registration statement of which this prospectus forms a part. References to “securities”include any security that we might sell under this prospectus or any prospectus supplement.

 

This prospectus containssummaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documentsfor complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documentsreferred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statementof which this prospectus is a part, and you may obtain copies of those documents as described below under theheading “Where You Can Find Additional Information”.

 

COMPANY OVERVIEW

 

Middlesex Water Companywas incorporated as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems in NewJersey, Delaware and Pennsylvania. Middlesex also operates water and wastewater systems under contract on behalf of municipal andprivate clients in New Jersey, Delaware and Maryland.

 

The terms “theCompany,” “we,” “our,” and “us” refer to Middlesex Water Company and its subsidiaries,including Tidewater Utilities, Inc. (“Tidewater”) and Tidewater’s wholly-owned subsidiaries, Southern ShoresWater Company, LLC (“Southern Shores”) and White Marsh Environmental Systems, Inc. (“White Marsh”). TheCompany’s other subsidiaries are Pinelands Water Company (“Pinelands Water”) and Pinelands Wastewater Company(“Pinelands Wastewater”), Utility Service Affiliates, Inc. (“USA”), Utility Service Affiliates (Perth Amboy)Inc., (“USA-PA”), Tidewater Environmental Services, Inc. (“TESI”) and Twin Lakes Utilities, Inc. (“TwinLakes”).

 

The Company’sprincipal executive offices are located at 485C Route 1 South, Suite 400, Iselin, New Jersey 08830. Our telephone number is (732)634-1500. Our website address is http://www.middlesexwater.com. Except as expressly stated herein, no information containedin, or that can be accessed through, our website is incorporated by reference into this prospectus, and no such information shouldbe considered a part of this prospectus. We make available, free of charge through our website, reports and amendments filedor furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)after such material is electronically filed with or furnished to the SEC.

 

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Middlesex System

 

The Middlesex Systemin New Jersey provides water services to approximately 61,000 retail customers, primarily in eastern Middlesex County, New Jerseyand provides water under wholesale contracts to the City of Rahway, Townships of Edison and Marlboro, the Borough of Highland Parkand the Old Bridge Municipal Utilities Authority. The Middlesex System treats, stores and distributes water for residential, commercial,industrial and fire protection purposes. The Middlesex System also provides water treatment and pumping services to the Townshipof East Brunswick under contract. The amount of water supply allocated to the Township of East Brunswick is granted directly tothe Township by the New Jersey Water Supply Authority.

 

The Middlesex System’sretail customers are located in an area of approximately 55 square miles in Woodbridge Township, the City of South Amboy, the Boroughsof Metuchen and Carteret, portions of the Township of Edison and the Borough of South Plainfield, all in Middlesex County and aportion of the Township of Clark in Union County. Retail customers include a mix of residential customers, large industrial concernsand commercial and light industrial facilities. These customers are located in generally well-developed areas of central New Jersey.

 

The contract customersof the Middlesex System comprise an area of approximately 110 square miles with a population of approximately 219,000. Contractsales to the Townships of Edison and Marlboro, the City of Rahway and the Old Bridge Municipal Utilities Authority are supplementalto the water systems owned and operated by these customers. Middlesex is the sole source of water for the Borough of Highland Parkand the Township of East Brunswick.

 

Middlesex provideswater service to approximately 300 customers in Cumberland County, New Jersey. This system is referred to as Bayview, and is notphysically interconnected with the Middlesex System.

 

Through our subsidiary,USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy, New Jersey. Our other New Jerseysubsidiaries, Pinelands Water and Pinelands Wastewater, provide water and wastewater services to residents in Southampton Township,New Jersey. Our USA subsidiary operates the Borough of Avalon, New Jersey’s water utility, sewer utility and storm watersystem under a ten-year operations and maintenance contract. Under a marketing agreement with HomeServe USA, USA offers residentialcustomers in New Jersey and Delaware a menu of water and wastewater related home maintenance programs. USA also provides unregulatedwater and wastewater services under contract with several other smaller New Jersey municipalities.

 

Tidewater System

 

Tidewater, togetherwith its wholly-owned subsidiary, Southern Shores, provides water services to approximately 47,000 retail customers for residential,commercial and fire protection purposes in approximately 415 separate communities in New Castle, Kent and Sussex Counties, Delaware.White Marsh is a wholly-owned subsidiary of Tidewater that is unregulated as to rates and operates or maintains more than 55 waterand/or wastewater systems under contracts that serve approximately 4,000 residential customers.

 

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TESI System

 

Our TESI subsidiaryprovides wastewater collection and treatment services to approximately 3,600 residential customers in Sussex County, Delaware.

 

Twin Lakes System

 

Our Pennsylvania subsidiary,Twin Lakes, provides water services to approximately 120 customers in Shohola, Pennsylvania.

 

 

RISK FACTORS

 

Investing in our securitiesinvolves certain risks. You should carefully consider the risks and uncertainties described in the documents incorporated by referencein this prospectus and any prospectus supplement, as well as other information we include or incorporate by reference into thisprospectus and any applicable prospectus supplement, before making an investment decision. Our business, financial condition orresults of operations could be materially adversely affected by any of these risks. The trading price of our securities could declinedue to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documentsincorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results coulddiffer materially from those anticipated in these forward-looking statements as a result of certain factors, including the risksdescribed under the headings “Risk Factors” in the documents incorporated herein by reference, including in our AnnualReport on Form 10-K for the year ended December 31, 2018, in any applicable prospectus supplement and any risk factors set forthin our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including our Quarterly Reportson Form 10-Q and our Current Reports on Form 8-K, before making an investment decision. The risks and uncertainties we have describedare not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently considerimmaterial may also affect our business operations. To the extent a particular offering implicates additional risks, we will includea discussion of those risks in the applicable prospectus supplement.

 

CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus, includingthe documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (“Securities Act”) and Section 21E of the Exchange Act. Any statements about our expectations,beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Thesestatements are often, but are not always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparableterminology. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results todiffer materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference tothe factors discussed throughout this prospectus, and in particular those factors referenced in the section “Risk Factors.”

 

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This prospectus, includingthe sections entitled “About this Prospectus” and “Risk Factors,” contains forward-looking statements thatare based on our management’s belief and assumptions and on information currently available to our management. These statementsrelate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factorsthat may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statementsinclude, but are not limited to, statements about:

 

·our expected financial condition, performance, prospects and earnings;

 

·strategic plans for growth;

 

·our expected liquidity needs during the upcoming fiscal year and beyond and the sources and availabilityof funds to meet our liquidity needs;

 

·expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operatingresults;

 

·financial projections;

 

·the expected amount of cash contributions to fund our retirement benefit plans, anticipated discountrates and rates of return on retirement benefit plan assets;

 

·our the ability to pay dividends;

 

·our compliance with environmental laws and regulations and estimations of the materiality of anyrelated costs;

 

·the safety and reliability of our equipment, facilities and operations;

 

·trends;

 

·the availability and quality of our water supply;

 

·the decisions of governmental and regulatory bodies, including decisions to raise or lower customerrates;

 

·the timeliness and outcome of regulatory commissions' actions concerning rates, capital structure,authorized return on equity, capital investment, system acquisitions, taxes, permitting and other decisions;

 

·changes in customer demand for, and patterns of use of, water, such as may result from conservationefforts;

 

·limitations on the availability of our water supplies or sources of water, or restrictions on ouruse thereof, resulting from allocation rights, governmental or regulatory requirements and restrictions, drought, overuse or otherfactors;

 

·changes in laws, governmental regulations and policies, including with respect to environmental,health and safety, water quality and emerging contaminants, public utility and tax regulations and policies, and impacts resultingfrom U.S., state and local elections;

 

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·weather conditions and events, climate variability patterns, and natural disasters, including droughtor abnormally high rainfall, prolonged and abnormal ice or freezing conditions, strong winds flooding, earthquakes, landslides,hurricanes, tornadoes, wildfires, electrical storms and solar flares;

 

·our ability to appropriately maintain current infrastructure, including our operational and informationtechnology (“IT”) systems;

 

·exposure or infiltration of our critical infrastructure, operational technology and IT systems,including the disclosure of sensitive or confidential information contained therein, through physical or cyber-attacks or othermeans;

 

·our ability to obtain permits and other approvals for projects;

 

·changes in our capital requirements;

 

·our ability to control operating expenses and to achieve efficiencies in our operations; and

 

·the intentional or unintentional actions of a third party, including contamination of our watersupplies or water provided to our customers.

 

These forward-lookingstatements are neither promises nor guarantees of future performance due to a variety of risks and uncertainties, many of whichare beyond our control, which could cause actual results to differ materially from those indicated by these forward-looking statements,as well as those risks more fully discussed in the “Risk Factors” section in this prospectus, the section of any accompanyingprospectus supplement entitled “Risk Factors” and the risk factors and cautionary statements described in other documentsthat we file from time to time with the SEC, specifically under “Item 1A: Risk Factors” and elsewhere in our most recentAnnual Report on Form 10-K for the period ended December 31, 2018, our Quarterly Reports on Form 10-Q and our Current Reports onForm 8-K.

 

Given these uncertainties,readers should not place undue reliance on our forward-looking statements. These forward-looking statements speak only as of thedate on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law,we do not undertake to update any forward-looking statements after the date of this prospectus or the respective dates of documentsincorporated by reference herein or therein that include forward-looking statements.

 

USE OF PROCEEDS

 

Unless we otherwisespecify in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities we may offerby this prospectus to fund our capital expenditures, to provide capital for our growth strategy and to purchase and maintain plantequipment, as well as for working capital and other general corporate purposes. Our management will have broad discretion in theuse and allocation of net proceeds from the sale of any securities sold by us.

 

DESCRIPTION OF OURCAPITAL STOCK

 

General

 

The following descriptionof certain terms of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by referenceto, our restated certificate of incorporation, as amended, our by-laws as amended, and the applicable provisions of the New JerseyBusiness Corporation Act. Our restated certificate of incorporation, as amended, and a copy of our by-laws, as amended, are incorporatedby reference as exhibits to the registration statement of which this prospectus forms a part. We encourage you to read our restatedcertificate of incorporation, as amended, and our by-laws, as amended, in their entirety.

 

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As of June 30, 2019,our authorized capital stock consists of 40,000,000 shares of Common Stock, no par value; 123,357 shares of Preferred Stock, nopar value; and 100,000 shares of Preference Stock, no par value. As of June 30, 2019, 16,554,059 shares of Common Stock, 23,357shares of Preferred Stock and no shares of the Preference Stock were outstanding.

 

The authorized PreferredStock is comprised of four designated series: $7 Series Cumulative Preferred Stock”, “$4.75 Series Cumulative PreferredStock”, “$7 Cumulative and Convertible Preferred Stock”, “$8 Cumulative and Convertible Preferred Stock”,and undesignated shares. The Board of Directors is authorized to determine and designate the rights, preferences and privilegesof the 100,000 shares of undesignated Preferred Stock and the 100,000 shares of Preference Stock from time to time.

 

Dividend Rights

 

Holders of outstandingshares of Preferred Stock have a preferred right to payment of cash dividends, before payment of dividends on Common Stock, atthe following per annum rates: $7 Series Cumulative Preferred Stock at the rate of $7.00 per share, $4.75 Series Cumulative PreferredStock at the rate of $4.75 per share, $7 Cumulative and Convertible Preferred Stock at the rate of $7.00 per share and $8 Cumulativeand Convertible Preferred Stock at the rate of $8.00 per share. Dividend preferences among all these series are pari passu withone another.

 

Whenever all cumulativedividends have been paid on outstanding Preferred Stock and the Preference Stock outstanding, the Board of Directors may declareand pay dividends on the outstanding Common Stock out of legally available funds. The Company’s outstanding mortgage indenturelimits payments for cash dividends and share repurchases, but only if the aggregate amount of all payments of cash dividends andshare repurchases actually paid from and after December 31, 1972 exceeds the aggregate of all consolidated net income of the Companyfor the same period by at least $1 million. This limitation has had no impact on payment of dividends or share repurchases since1972.

 

Voting Rights

 

Every holder of CommonStock is entitled to one vote for each share held of record. Our Board of Directors is divided into three classes of directors,serving staggered three-year terms. A classified board has the effect of increasing the time required to effect a change in controlof the board.

 

No holder of PreferredStock or Preference Stock has any right to vote for the election of directors or, except as otherwise required by law, for anyother purpose. However, if and whenever dividends on the outstanding Preferred Stock are in arrears in an amount equal to at leastfour quarterly dividends, the holders of the outstanding Preferred Stock of all series, voting as a class, are entitled, untilall dividends in arrears are paid, to elect two members to the Board of Directors, which two members shall be in addition to thedirectors elected by the holders of the Common Stock. If and whenever dividends on outstanding Preference Stock are in arrearsin an amount equal to at least four quarterly dividends, the holders of the outstanding Preference Stock of all series, votingas a class, are entitled, until all dividends in arrears are paid, to elect two members to the Board of Directors, in additionto the members elected by the holders of the Common Stock and by the holders of the Preferred Stock.

 

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Liquidation Rights

 

Holders of Common Stockare entitled to share on a pro rata basis, subject to the preferred rights of holders of Preferred Stock and Preference Stock (asoutlined below), in the assets of the Company legally available for distribution to shareholders in the event of the Company’sliquidation, dissolution or winding up.

 

Preferred Stock

 

As of June 30, 2019,our restated certificate of incorporation, as amended, authorized the issuance of 123,357 shares of Preferred Stock of which 23,357shares were outstanding as of June 30, 2019, in several series as described below.

 

$7 Series CumulativePreferred Stock.

 

There were 784 sharesof this series issued and outstanding at June 30, 2019. The holders of shares in this series have a liquidation preference in theamount of $100 per share. Shares of this series may not be converted into shares of any other class or series, and are not subjectto redemption.

 

$4.75 Series CumulativePreferred Stock

 

There were 10,000 sharesof this series issued and outstanding at June 30, 2019. The holders of shares in this series have a liquidation preference in theamount of the redemption price for such shares in effect at the time in the event of a voluntary liquidation, and $100 per shareplus accumulated and unpaid dividends thereon in the event of an involuntary liquidation. The Company may redeem shares of thisseries in any calendar year at a price of $100 per share plus accumulated and unpaid dividends thereon. Shares of this series maynot be converted into shares of any other class or series.

 

$7 Cumulative andConvertible Preferred Stock.

 

There were 9,573 sharesof this series issued and outstanding at June 30, 2019. The shares have a liquidation preference in the amount of the redemptionprice for such shares in effect at the time in the event of a voluntary liquidation, and $100 per share in the event of an involuntaryliquidation plus accrued and unpaid dividends. Each share is convertible into Common Stock at the option of the holder at a conversionrate of 12 shares of Common Stock for each share of this series converted. The Company may redeem up to 10% of the outstandingshares of this series in any calendar year at a price equal to the fair value of three shares of Common Stock for each share ofthis series redeemed.

 

$8 Cumulative andConvertible Preferred Stock.

 

There were 3,000 sharesof this series issued and outstanding at June 30, 2019. The shares have a liquidation preference in the amount of $120 per shareplus accrued and unpaid dividends. Each share is convertible into Common Stock at the option of the holder or the Company at aconversion rate of 13.714 shares of Common Stock for each share of this series converted. This series is not subject to redemption.

 

Preference Stock

 

No shares of authorizedPreference Stock are issued and outstanding. The Board of Directors has the power to divide authorized Preference Stock in onemore series, and to designate for each series the rights, preferences and conditions of each series as to matters such as dividendrates, liquidation preference voting rights, conversion and redemption.

 

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Common Stock

 

There were 40,000,000shares of Common Stock authorized, and 16,554,059 shares of Common Stock issued and outstanding, as of June 30, 2019.

 

The prospectus supplementrelating to any Common Stock being offered will include specific terms relating to the offering.

 

Restriction on Acquisitions

 

As a New Jersey corporation,we are a subject to New Jersey’s Shareholder Protection Act (the “Shareholder Protection Act”). The ShareholderProtection Act bars any “business combination” as defined in that Act (generally, a merger or other acquisition transaction)with any person or affiliate of a person who owns 10% or more of the our outstanding voting stock for a period of five years aftersuch person first owns 10% or more the voting shares, unless the “business combination” both is approved by the Boardof Directors prior to the time that person acquires 10% or more of our voting stock and meets certain other statutory criteria.

 

Stock Exchange Listing

 

Our Common Stock islisted on the NASDAQ Global Select Market. The trading symbol for our Common Stock is “MSEX.”

 

Transfer Agent and Registrar

 

The transfer agentand registrar for our Common Stock is Broadridge Corporate Issuer Solutions, Inc. The transfer agent and registrar’s addressis P.O. Box 1342, Brentwood, New York 11717.

 

Indemnification

 

Our restated certificateof incorporation, as amended, and our by-laws, as amended, provide that we shall indemnify our directors and officers to the fullestextent permitted by law. These agreements will, among other things, indemnify these individuals for certain expenses (includingattorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding,including any action by or in our right, on account of any services undertaken by such person on behalf of us or that person’sstatus as a member of our Board of Directors.

 

PLAN OF DISTRIBUTION

 

We may offer and sellthe securities covered by this prospectus from time to time, in one or more transactions, at market prices prevailing at the timeof sale, at prices related to market prices, at a fixed price or prices subject to change, at varying prices determined at thetime of sale or at negotiated prices, by a variety of methods, including the following:

 

·through agents;

 

·to or through underwriters;

 

·in “at the market offerings,” within the meaning of Rule 415(a)(4) under the SecuritiesAct, to or through a market maker or into an existing trading market, on an exchange or otherwise;

 

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·through brokers or dealers;

 

·directly by us to purchasers, including through a specific bidding, auction or other process; or

 

·through a combination of any of these methods of sale.

 

Registration of thesecurities covered by this prospectus does not mean that those securities necessarily will be offered or sold.

 

In effecting sales,brokers or dealers engaged by us may arrange for other brokers or dealers to participate. Broker-dealer transactions may include,without limitation:

 

·purchases of the securities by a broker-dealer as principal;

 

·ordinary brokerage transactions; or

 

·transactions in which the broker-dealer solicits purchasers.

 

We may sell offeredsecurities through agents designated by us from time to time. Any agent in the offer or sale of the securities for which this prospectusis delivered will be named, and any commissions payable by us to that agent will be set forth, in the applicable prospectus supplement.Unless indicated in such prospectus supplement, the agents will have agreed to use their reasonable best efforts to solicit purchasesfor the period of their appointment.

 

In connection withthe sale of securities covered by this prospectus, broker-dealers may receive commissions or other compensation from us in theform of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the securities forwhom they act as agents or to whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excessof customary commissions or in amounts to be negotiated. In connection with any underwritten offering, underwriters may receivecompensation in the form of discounts, concessions or commissions from us or from purchasers of the securities for whom they actas agents. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form ofdiscounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.Any underwriters, broker-dealers agents or other persons acting on our behalf that participate in the distribution of the securitiesmay be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the securitiesby them and any discounts, commissions or concessions received by any of those underwriters, broker-dealers agents or other personsmay be deemed to be underwriting discounts and commissions under the Securities Act.

 

At any time a particularoffer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will bedistributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of theoffering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessionsand other items constituting compensation from us and any discounts, commissions or concessions allowed or reallowed or paid todealers. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which thisprospectus forms a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distributionof the securities covered by this prospectus. In order to comply with the securities laws of certain states, if applicable, thesecurities sold under this prospectus may only be sold through registered or licensed broker-dealers. In addition, in some statesthe securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption fromregistration or qualification requirements is available and is satisfied.

 

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In connection withan underwritten offering, we would execute an underwriting agreement with an underwriter or underwriters. Unless otherwise indicatedin the revised prospectus or applicable prospectus supplement, such underwriting agreement would provide that the obligations ofthe underwriter or underwriters are subject to certain conditions precedent, and that the underwriter or underwriters with respectto a sale of the covered securities will be obligated to purchase all of the covered securities, if any such securities are purchased.We may grant to the underwriter or underwriters an option to purchase additional securities at the public offering price, lessany underwriting discount, as may be set forth in the revised prospectus or applicable prospectus supplement. If we grant any suchoption, the terms of that option will be set forth in the revised prospectus or applicable prospectus supplement.

 

To the extent thatwe make sales through one or more underwriters or agents in at the market offerings, we will do so pursuant to the terms of a salesagency financing agreement or other at the market offering arrangement between us and the underwriters or agents. If we engagein at the market sales pursuant to any such agreement, we will issue and sell our securities through one or more underwriters oragents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell securitieson a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The agreement will providethat any securities sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exactfigures regarding proceeds that will be raised or commissions to be paid cannot be determined as of the date of this prospectus.Pursuant to the terms of the agreement, we may agree to sell, and the relevant underwriters or agents may agree to solicit offersto purchase, blocks of our Common Stock. The terms of each such agreement will be set forth in more detail in a prospectus supplement.

 

Underwriters, agents,brokers or dealers may be entitled, pursuant to relevant agreements entered into with us, to indemnification by us against certaincivil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or alleged untrue statementof a material fact, or any omission or alleged omission to state a material fact in this prospectus, any supplement or amendmenthereto, or in the registration statement of which this prospectus forms a part, or to contribution with respect to payments whichthe underwriters, agents, brokers or dealers may be required to make.

 

LEGAL MATTERS

 

The validity of thesecurities being offered by this prospectus will be passed upon by Jay L. Kooper, Vice President, General Counsel and Secretary,Middlesex Water Company. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counselthat we will name in the applicable prospectus supplement.

 

EXPERTS

 

The consolidated financialstatements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2018,and the effectiveness of our internal control over financial reporting have been audited by Baker Tilly Virchow Krause, LLP, anindependent registered accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidatedfinancial statements have been so incorporated in reliance on the report of Baker Tilly Virchow Krause, LLP, an independent registeredpublic accounting firm, given on their authority as experts in auditing and accounting.

 

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WHERE YOU CAN FINDADDITIONAL INFORMATION

 

This prospectus ispart of a registration statement that we have filed with the SEC. Certain information in the registration statement has been omittedfrom this prospectus in accordance with the rules of the SEC. We are subject to the information requirements of the Exchange Act,and, in accordance therewith, file annual, quarterly and special reports, proxy statements and other information with the SEC.You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549.You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. These documents alsomay be accessed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, or EDGAR, via electronic means,including the SEC’s home page on the Internet (www.sec.gov).

 

We have the authorityto designate and issue more than one class or series of stock having various preferences, conversion and other rights, voting powers,restrictions, limitations as to dividends, qualifications and terms and conditions of redemption. We will furnish a full statementof the relative rights and preferences of each class or series of our stock which has been so designated and any restrictions onthe ownership or transfer of our stock to any stockholder upon request and without charge. Written requests for such copies shouldbe directed to the Secretary at 485C Route 1 South, Suite 400, Iselin, NJ 08830, 732-634-1500. You may also find these documentsin the “Investor Relations” section of our website, www.middlesexwater.com. Except as expressly stated herein, no informationcontained in, or that can be accessed through, our website is incorporated by reference into this prospectus, and no such informationshould be considered a part of this prospectus.

 

INCORPORATION OFCERTAIN INFORMATION BY REFERENCE

 

The SEC allows us toincorporate by reference the information and reports we file with it, which means that we can disclose important information toyou by referring you to these documents. The information incorporated by reference is an important part of this prospectus, andinformation that we file after the date hereof with the SEC will automatically update and supersede the information already incorporatedby reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any futurefilings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any futurereport or document that is not deemed filed under such provisions, after the date of this prospectus and prior to the terminationof this offering:

 

·Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 8, 2019;

 

·The portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 11, 2019, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018;

 

·Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 6, 2019;

 

·Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on July 31, 2019;

 

·Current Reports on Form 8-K filed with the SEC on January 29, 2019, April 22, 2019, April 25, 2019, May 22, 2019, July 2, 2019, July 25, 2019, August 5, 2019, and September 6, 2019 (in each case, except for informationcontained therein which is furnished rather than filed); and   

  

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·The material under the caption “Description of Capital Stock” in the Company’sRegistration Statement on Form 8-A under Section 12(g) of the Exchange Act, which incorporates by reference the information under “Common Stock” in the prospectus constituting a part of the Company’s Registration Statement on Form S-1 (FileNo. 2-55058) and any subsequent amendments and reports filed for the purposes of updating such descriptions.

 

Upon request, we willprovide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copyof the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we havespecifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following:

 

Middlesex Water Company485C Route 1 South, Suite 400, Iselin, New Jersey 08830 (732) 634-1500.

 

You may also accessthese documents, free of charge on the SEC’s website at http://www.sec.gov or on our website at www.middlesexwater.com. Exceptas expressly stated herein, no information contained in, or that can be accessed through, our website is incorporated by referenceinto this prospectus, and no such information should be considered a part of this prospectus.

 

This prospectus, anyaccompanying prospectus supplement or information incorporated by reference herein or therein contains summaries of certain agreementsthat we have filed as exhibits to various SEC filings, as well as certain agreements that we will enter into in connection withthe offering of securities covered by any particular accompanying prospectus supplement. The descriptions of these agreements containedin this prospectus, any accompanying prospectus supplement or information incorporated by reference herein or therein do not purportto be complete and are subject to, and qualified in their entirety by reference to, the definitive agreements. Copies of the definitiveagreements will be made available without charge to you by making a written or oral request to us.

 

Any statement containedherein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or supersededfor purposes of this prospectus to the extent that a statement contained herein, in any other subsequently filed document whichalso is or is deemed to be incorporated by reference herein or in any accompanying prospectus supplement, modifies or supersedessuch statement. Any such statement so modified or superseded shall not be deemed, except as so modified and superseded, to constitutea part of this prospectus.

 

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232,643 Shares

 

 

 

 

Middlesex Water Company

 

Investment Plan

 

 

 

 

 

 

Comments

Tickeron-profile-image
Tickeron @Tickeron - 5 hours ago
$MSEX enters an Uptrend as Momentum Indicator exceeded the 0 level on October 16, 2019. View odds for this and othe… https://t.co/iV27gC9E4J
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Shaunna L Kennedy @shaunnalk - 7 hours ago
NASDAQ:MSEX $MSEX Middlesex Water Company Begins $70 Million Upgrade at Its Largest Water Treatment Plant… https://t.co/q8ViIrKzyc
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SwingTradeBot @SwingTradeBot - 8 hours ago
Recent $MSEX technical alerts: Three Weeks Tight plus 4 more alerts... https://t.co/PkBmBN8Vgy
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StockTexts @StockTexts - 8 hours ago
$MSEX Middlesex Water Company Begins $70 Million Upgrade at Its Largest Water Treatment Plant Nasdaq:MSEX https://t.co/7jyWbdeCcU
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Stock News Now @Stock_News_Now - 8 hours ago
$MSEX: New SEC Filing for MSEX: Form 8-K (No. 0001174947-19-001121): https://t.co/i8bkxnSfsY
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StockTexts @StockTexts - 8 hours ago
$MSEX Middlesex Water Company SEC Filing: Form 8-K https://t.co/hZF8CRt3Tn
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Flash Alert @FlashAlert_me - 8 hours ago
$MSEX: Press Release published article on October 21, 15:08:00: Middlesex Water Company Begins $70 Million Upgrade… https://t.co/Oqp8sUxBVZ
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Conf Call Tran @confcalltran - 9 hours ago
Middlesex Water Company Begins $70 Million UPGRADEAT ITS LARGEST WATER TREATMENT PLANT https://t.co/M26uqO8ou5 $MSEX
Tickeron-profile-image
Tickeron @Tickeron - a day ago
$MSEX enters an Uptrend because Momentum Indicator exceeded the 0 level on October 16, 2019. View odds for this and… https://t.co/1jVHuHKLIM
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Baseball News Source @bbnsnews - 2 days ago
Middlesex Water $MSEX Rating Lowered to Buy at BidaskClub https://t.co/H41FgzKDUd
Tickeron-profile-image
Tickeron @Tickeron - 2 days ago
$MSEX enters an Uptrend as Momentum Indicator exceeded the 0 level on October 16, 2019. View odds for this and othe… https://t.co/YbnyW0TFm6
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Dispatch Tribunal @dispatchtribune - 2 days ago
Middlesex Water $MSEX Downgraded by BidaskClub https://t.co/P5QWIyNqw3
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TheOlympiaReport @OlympiaReport - 2 days ago
Middlesex Water $MSEX Downgraded to Buy at BidaskClub https://t.co/NE7x9VdwZ1
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Tickeron @Tickeron - 3 days ago
$MSEX's price moved above its 50-day Moving Average on September 11, 2019. View odds for this and other indicators:… https://t.co/42f7j9RkJB