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): April 7, 2022
(April 7, 2022)
THE YORK WATER COMPANY
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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(State or Other Jurisdiction of Incorporation)
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001-34245
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23-1242500
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(Commission File Number)
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(IRS Employer Identification No.)
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130 East Market Street,
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York, Pennsylvania
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17401-1219
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(Address of Principal Executive Offices)
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(Zip Code)
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(717) 845-3601
(Registrant's telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report)
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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 Instructions
A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Exchange on which Registered
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Common Stock, no par value
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YORW
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a)
of the Exchange Act. ☐
THE YORK WATER COMPANY
Item 8.01. Other
Events.
On April 7, 2022, the Company issued a press release
announcing the closing of the underwriter’s full exercise of
the underwriter’s option to purchase 146,340 additional shares
along with the previously-announced public offering of 975,600
shares of the Company’s common stock at a price to the public
of $41 per share. A copy of this press release is furnished as
Exhibit 99.1 hereto and is incorporated herein by reference.
Neither the disclosures in this Current Report on Form 8-K nor the
exhibits hereto shall constitute an offer to sell or the
solicitation of an offer to buy the securities described herein and
therein, nor shall there be any sale of such securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this Form 8-K and the exhibits
hereto constitute “forward-looking statements” within the meaning
of Section 21E of the Securities Exchange Act of 1934 and Section
27A of the Securities Act of 1933. Words such as "may,"
"should," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements
include certain information relating to the Company’s business
strategy and future prospects; including, but not limited to:
• the amount and timing of rate
increases and other regulatory matters including the recovery of
costs recorded as regulatory assets;
• expected profitability and
results of operations;
• trends;
• goals, priorities and plans
for, and cost of, growth and expansion;
• strategic initiatives;
• availability of water
supply;
• water usage by customers;
and
• the ability to pay dividends on
common stock and the rate of those dividends.
The forward-looking statements in this investor presentation
reflect what the Company currently anticipates will happen.
What actually happens could differ materially from what it
currently anticipates will happen. The Company does not
intend to make a public announcement when forward-looking
statements are no longer accurate, whether as a result of new
information, what actually happens in the future or for any other
reason. Important matters that may affect what will actually
happen include, but are not limited to:
• changes in weather, including
drought conditions or extended periods of heavy rainfall;
• natural disasters, including
pandemics such as the current outbreak of the novel strain of
coronavirus known as “COVID-19” and the effectiveness of the
Company’s pandemic plans;
• levels of rate relief
granted;
• the level of commercial and
industrial business activity within the Company's service
territory;
• construction of new housing
within the Company's service territory and increases in
population;
• changes in government policies
or regulations, including the tax code;
• the ability to obtain permits
for expansion projects;
• material changes in demand from
customers, including the impact of conservation efforts which may
impact the demand of customers for water;
• changes in economic and
business conditions, including interest rates;
• loss of customers;
• changes in, or unanticipated,
capital requirements;
• the impact of
acquisitions;
• changes in accounting
pronouncements;
• changes in the Company’s credit
rating or the market price of its common stock; and
• the ability to obtain
financing.
You should also refer to the risk factors and cautionary statements
described in other documents that we file from time to time with
the SEC, including in our most recent Annual Report on Form 10-K
for the year ended December 31, 2021. York’s SEC filings are
accessible on the SEC website at www.sec.gov.
ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits:
Exhibit Number
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Description
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Press release dated April 7, 2022.
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104
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Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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