PNNW Pennichuck Corp. (MM)

1

Item 1.01. Entry into a Material Definitive Agreement.  
 
Effective October 29, 2010, Pennichuck Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) entered into the Eighth Amendment to the Rights Agreement (as amended, the “Rights Agreement”), which Rights Agreement was originally adopted on April 20, 2000. The material terms of that amendment are described in Item 4.1 of this Report and are incorporated herein by reference.

Effective October 29, 2010, the Board of Directors of Pennichuck Corporation voted unanimously to extend the expiration date of the Rights under the Rights Agreement (“Rights”) from November 1, 2010 to the date of the 2011 Annual Meeting of the Shareholders of Pennichuck Corporation. The Board also reaffirmed a previously adopted resolution that any extension of the expiration date of the Rights beyond the date of Pennichuck Corporation’s 2011 annual meeting of shareholders would be subject to a majority shareholder vote at that meeting. In general, the reasons for instituting and maintaining a Rights Agreement include providing shareholders with adequate time to properly assess the merits of any proposed tender offer or similar transaction; encouraging the development of alternative transactions or competing take-over bids under such circumstances; giving the directors adequate time to fully consider any such tender offer and any alternative transaction or competing take-over bid or other strategy to maximize shareholder value; and enhancing the leverage the directors have in negotiations with any potential acquirer.

The Board decided to extend the Rights under the Rights Agreement until the date of the 2011 Annual Meeting of the Shareholders of Pennichuck Corporation because over the next several months, settlement discussions could occur between the Company and the city of Nashua, New Hampshire (“Nashua”) regarding the Company’s eminent domain dispute with Nashua. The Board of Directors believes that an extension of the Rights at this time could enhance the prospects of maximizing shareholder value in connection with any such discussions. Furthermore, the Board is of the view that this extension is unlikely to have any effect on the possible initiation of independent acquisition interest by any party other than Nashua because of the short duration of the extension and because the extension will likely run substantially concurrent with continued eminent domain proceedings and/or related settlement discussions. We believe a third party would be unlikely to initiate acquisition interest while eminent domain proceedings or settlement discussions with Nashua remain active.

Item 3.03. Material Modification to Rights of Security Holders.

Effective October 29, 2010, the Eighth Amendment to the Rights Agreement extends the expiration of the Rights under the Rights Agreement from November 1, 2010 to the date of the 2011 Annual Meeting of the Shareholders of Pennichuck Corporation.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:

3

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.

PENNICHUCK CORPORATION
(Registrant)

Date: November 1, 2010

By: /s/ Thomas C. Leonard      
Thomas C. Leonard
Senior Vice President and Chief Financial Officer

4