UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): May 5, 2008
ARTESIAN
RESOURCES
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-18516
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51-0002090
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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664
Churchmans Road, Newark, Delaware
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19702
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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302-453-6900
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Not
Applicable
¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾¾
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item
1.01 Entry Into a Material Definitive Agreement
On
May 5,
2008, Artesian Water Maryland, Inc. (“Artesian Maryland”), a subsidiary of
Artesian Resources Corporation (“Artesian Resources”), signed an agreement (the
“Purchase Agreement”) to acquire all the outstanding membership interests of
Mountain Hill Water Company, LLC (“Mountain Hill”) from its sole member, Sunrise
Holdings L.P. (“Sunrise”) for a purchase price of approximately $6.0
million. The acquisition includes a 0.3 million gallon per day water
treatment facility, 4 wells with a capacity of up to 500,000 gallons per
day,
500,000 gallon elevated storage tank and approximately 8 miles of main, which
is
situated within the core of Cecil County’s designated growth
corridor. In addition, the acquisition also provides
Artesian Maryland the right to serve the entire 8,000 acres owned by
Sunrise or its associates. The purchase price shall be payable by
Artesian Maryland over 5 years with 20% due at the closing and the balance
of
the purchase price represented by a promissory note bearing interest at the
London Interbank Offering Rate plus 150 basis points and payable in four
equal
annual installments (the “Note”). The Note will be secured by first
lien security interest in all of Mountain Hill’s assets in favor of
Sunrise. Mountain Hill currently serves two commercial accounts in
the Principio Business Park, located within Cecil County, Maryland’s designated
growth corridor. The proposed acquisition is expected to provide
water service to customers in portions of the Principio Business Park, the
proposed 660 home residential development of Charlestown Crossing and
surrounding area.
As
a
condition to the purchase, Artesian Maryland further agreed that, at the request
of Sunrise or one if its designated affiliates, Mountain Hill or one of its
affiliates would supply water to any user located in any territory within Cecil
County that is served by Mountain Hill or one of its affiliates, subject to
certain conditions. This obligation will remain in place as long as
Mountain Hill or one of its affiliates own water infrastructure in Cecil County
Maryland and is guaranteed by Artesian Resources.
The
purchase is subject to acquiring approval from the Maryland Public Service
Commission as well as other
customary closing conditions. We
expect the acquisition will be completed by the end of the third quarter of
2008.
A
copy of
the Purchase Agreement is attached as Exhibit 10.1 and is incorporated herein
by
reference. The foregoing description of the Purchase Agreement is qualified
in
its entirety by reference to the full text of the Purchase
Agreement.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
Current Report on Form 8-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E
of
the Securities Exchange Act of 1934, that we believe to be reasonable as of
today’s date. Statements in this Current Report on Form 8-K that are
forward-looking statements are subject to various risks and uncertainties
concerning specific factors described in our 2007 Annual Report on Form
10-K. Such information contained herein represents our management’s
best judgment as of the date hereof based on information currently
available. We do not intend to update this information and disclaim
any legal obligation to the contrary.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
10.1
Limited
Liability Interest Purchase Agreement, dated May 5, 2008 by and among Artesian
Maryland, Inc.,
a Delawarecorporation,
Mountain Hill Water Company, LLC, a Maryland limited liability company,
Sunrise Holdings, L.P., a
Pennsylvania
limited partnership and Artesian Resources Corporation, a
Delaware corporation, for the limited purposes
set
forth
therein.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ARTESIAN
RESOURCES CORPORATION
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Date: May
9, 2008
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By: /s/
David B. Spacht
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David
B. Spacht
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Chief
Financial Officer
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