As filed with the Securities and Exchange Commission on October 9, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
SJW GROUP
(Exact name
of registrant as specified in its charter)
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Delaware
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77-0066628
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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110 West Taylor Street
San Jose, California 95110
(Address of principal executive offices) (Zip Code)
Connecticut Water Service, Inc. 2014 Performance Stock Program
Connecticut Water Service, Inc. 2004 Performance Stock Program
Connecticut Water Service, Inc. 1994 Performance Stock Program
(As Assumed by SJW Group)
(Full title of the Plan(s))
Suzy Papazian
General Counsel and Corporate Secretary
c/o SJW Group
110 West
Taylor Street
San Jose, California 95110
(Name and address of agent for service)
(405) 279-7800
(Telephone Number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Connecticut Water Service, Inc. 2014 Performance Stock
Program Common Stock, par value $0.001 per share
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62,033 shares (1)
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$69.60 (4)
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$4,317,496.80 (4)
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$560.41
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Connecticut Water Service, Inc. 2004 Performance Stock
Program Common Stock, par value $0.001 per share
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67,153 shares (2)
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$69.60 (4)
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$4,673,848.80 (4)
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$606.67
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Connecticut Water Service, Inc. 1994 Performance Stock
Program Common Stock, par value $0.001 per share
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26,836 shares (3)
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$69.60 (4)
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$1,867,785.60 (4)
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$242.44
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Aggregate Amount to be Registered:
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156,022 shares
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Aggregate Registration Fee:
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$1,409.52
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(1)
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Represents shares of common stock of SJW Group (the Registrant) issuable pursuant to the
Connecticut Water Service, Inc. 2014 Performance Stock Program (as amended, the 2014 Plan) at the time of its assumption by Registrant on the effective date of the merger contemplated pursuant to that certain Second Amended and Restated
Agreement and Plan and Merger by and among Connecticut Water Service, Inc., Registrant and Hydro Sub, Inc., dated as of August 5, 2018 (as amended from time to time, the Merger Agreement), and (i) any additional shares that
become issuable under the 2014 Plan by reason of any stock dividend, stock split or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act) and (ii) an estimated number of
shares of common stock issuable pursuant to dividend equivalent rights that will accrue on awards under the 2014 Plan in connection with cash dividends declared in the future by the Registrant on its shares of common stock.
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(2)
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Represents shares of common stock of Registrant issuable pursuant to the Connecticut Water Service, Inc. 2004
Performance Stock Program (as amended, the 2004 Plan) at the time of its assumption by Registrant on the effective date of the merger contemplated pursuant to Merger Agreement, and (i) any additional shares that become issuable
under the 2004 Plan by reason of any stock dividend, stock split or other similar transaction pursuant to Rule 416(a) under the Securities Act and (ii) an estimated number of shares of common stock issuable pursuant to dividend equivalent
rights that will accrue on awards under the 2004 Plan in connection with cash dividends declared in the future by the Registrant on its shares of common stock.
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(3)
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Represents shares of common stock of Registrant issuable pursuant to the Connecticut Water Service, Inc. 2004
Performance Stock Program (as amended, the 1994 Plan) at the time of its assumption by Registrant on the effective date of the merger contemplated pursuant to Merger Agreement, and (i) any additional shares that become issuable
under the 1994 Plan by reason of any stock dividend, stock split or other similar transaction pursuant to Rule 416(a) under the Securities Act and (ii) an estimated number of shares of common stock issuable pursuant to dividend equivalent
rights that will accrue on awards under the 1994 Plan in connection with cash dividends declared in the future by the Registrant on its shares of common stock.
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(4)
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Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act. The proposed maximum
offering price per share and proposed maximum aggregate offering price have been computed based upon the average of the high and low closing sales price per share of Registrants common stock on October 8, 2019 as reported by the New York
Stock Exchange.
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