York Water Co – ‘S-8 POS’ on 6/12/97

As of:  Thursday, 6/12/97   ·   Effective:  6/12/97   ·   Accession #:  950115-97-926   ·   File #:  33-26180

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Amendment No.1                                         8     36K 
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-23.1     Consent of Independent Accountants                     1      5K 
 4: EX-99       Employee's Stock Purchase Plan                         7     32K 

S-8 POS   —   Amendment No.1
Document Table of Contents

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As filed with the Securities and Exchange Commission on June 12, 1997 

                                                       Registration No. 33-26180
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)

Pennsylvania                                   23-1242500   
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization)                                                

130 East Market Street                                            
York, Pennsylvania                                 17405      
(Address of principal executive offices)                 (Zip Code)             

The York Water Company
Employees' Stock Purchase Plan
(Full title of the plan)

 WILLIAM T. MORRIS
 President and
 Chief Executive Officer
The York Water Company
130 East Market Street
P.O. Box 15089
 York, Pennsylvania 17405-7089
 (Name and address of agent for service)

717-845-3601
 (Telephone number, including area code, of agent for service)

------------

Copy of all communications to:
Howard L. Meyers, Esq.
 Morgan, Lewis & Bockius LLP
 2000 One Logan Square
 Philadelphia, PA 19103-6993
(215) 963-5000

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this         
Registration Statement, as amended, covers 40,000 shares of Common Stock,       
without par value, The York Water Company, as a result of the four-for-one stock
split of the Company effective on June 2, 1997.                                 

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                              

Item 3.  Incorporation of Documents by Reference.                               

The following documents filed by The York Water Company (the  
"Registrant") with the Securities and Exchange Commission (the "Commission")    
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are        
incorporated by reference in this Registration Statement:                       

            (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;                                 

        (b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and                             

          (c) The description of the Registrant's Common Stock, no par
   value (the "Common Stock"), set forth in the Registrant's Current
Report on Form 8-K filed with the Commission on June 12, 1997.

       All reports and other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)  
of the Securities Exchange Act of 1934 after the date of this registration      
statement, and prior to the filing of a post-effective amendment to this        
registration statement that indicates that all securities offered by this       
registration statement have been sold or which deregisters all such securities  
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing of such    
documents. Each document incorporated by reference into this registration       
statement shall be deemed to be a part of this registration statement from the  
date of the filing of such document with the Commission until the information   
contained therein is superseded or updated by any subsequently filed document   
which is incorporated by reference into this registration statement.            

             Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the  
extent that a statement contained herein (or in any other subsequently filed    
document that is also incorporated by reference herein) modifies or supersedes  
such statement. Any such statement so modified or superseded shall not be       
deemed, except as so modified or superseded, to constitute a part hereof.       

              Experts. The financial statements and schedule of the Registrant
of December 31, 1996 and 1995, and for each of the years in the three-year      
period ended December 31, 1996, have been incorporated by reference herein in   
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said   
firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of the Registrant issued at      
future dates, and consents to the use of their report thereon, such financial   
statements also will be incorporated by reference in this registration statement
in reliance upon their report and said authority.                               

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Item 4.  Description of Securities.                                             

Not applicable.                                               

Item 5.  Interests of Named Experts and Counsel.                                

         The validity of the issuance of shares of Common Stock described herein
has been passed upon for the Company by Morgan, Lewis & Bockius LLP. Michael W. 
Gang, a partner of Morgan, Lewis & Bockius LLP, is a member of the Registrant's 
Board of Directors. As of June 1, 1997, Mr. Gang owned 1416 shares of Common    
Stock (on a post-split basis).                                                  

Item 6.  Indemnification of Directors and Officers.                             

        Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify 
directors and officers against liabilities they may incur in such capacity if   
the particular person acted in good faith and in a manner he or she reasonably  
believed to be in, or not opposed to, the best interests of the corporation,    
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these 
sections does not exist in the case of actions against a director or officer by 
or in the right of the corporation if the person otherwise entitled to          
indemnification shall have been adjudged to be liable to the corporation unless 
it is judicially determined that, despite the adjudication of liability but in  
view of all the circumstances of the case, the person is fairly and reasonably  
entitled to indemnification for specified expenses. The corporation is required 
under Section 1743 of the BCL to indemnify directors and officers against       
expenses they may incur in defending such actions against them in such          
capacities if they are successful on the merits or otherwise in defense of such 
actions.                                                                        

   Section 1713 of the BCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for   
monetary damages except where (i) the director has breached the applicable      
standard of care, and (ii) such conduct constitutes self-dealing, willful       
misconduct or recklessness. The statute provides that a director may not be     
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute. Article VII of the        
Company's By-Laws limits the liability of any director of the Company to the    
fullest extent permitted by Section 1713 of the BCL.                            

 Section 1746 of the BCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses 
incurred in such capacity, except in circumstances where the act or failure to  
act giving rise to the claim for indemnification is determined by a court to    
have constituted willful misconduct or recklessness. Pursuant to Section 1746 of
the BCL, Article VIII of the Company's By-Laws provides for indemnification of  
directors, officers and other agents of the Company to the extent otherwise     
permitted by Section 1741 of the BCL and also in circumstances not otherwise    
permitted by Sections 1741 and 1742 of the BCL.                                 

Article VIII of the Company's By-Laws provides a right to     
indemnification for expenses and certain liabilities paid or incurred by any    
indemnified representative of the Company, including directors and officers of  
the Company, in connection with any actual or threatened claim, action, suit or 
proceeding in which he or she may be involved by reason of being or having been,
among others, a director, officer, employee or agent of the Company, or at the  
request of the Company, of another corporation, partnership, joint venture,     
trust or other entity. In accordance with Section 1744 of the BCL, Article VIII 
requires the Company to determine the availability of indemnification by certain
specified procedures, including by vote of directors not a party to the         
proceeding in respect for which indemnification is sought or, in certain        
circumstances, determination of independent counsel.                            

         Article VIII of the Company's By-Laws authorizes the Company to further
effect or secure its indemnification obligations by purchasing and maintaining  
insurance. The Company has purchased officers' and directors' liability         
insurance which covers certain liabilities incurred by its officers and         
directors in connection with the performance of their duties, subject to the    
limitations of such policy. This insurance also insures the Company             

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against amounts paid by the Company to indemnify covered directors and officers.

Item 7.  Exemption from Registration Claimed.                                   

Not applicable.                                               

Item 8.  Exhibits.                                                              

        The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:                                         

Exhibit No.                            Description of Exhibits                  
----------                             -----------------------                  
  5                Opinion of Morgan, Lewis & Bockius LLP as to the legality
of the shares being registered.       

23.1               Consent of KPMG Peat Marwick LLP.                        

23.2               Consent of Morgan, Lewis & Bockius LLP (included in      
Exhibit 5.1).                         

 24                 Power of Attorney (set forth on the signature page of this
Registration Statement).              

99                 The York Water Company Employees' Stock Purchase Plan.   

Item 9.              Undertakings.                                              

       The undersigned registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:          

                         (i) To include any prospectus required by Section
 10(a)(3) of the Securities Act of 1933.

                      (ii) To reflect in the prospectus any facts or
         events arising after the effective date of this
                   Registration Statement (or the most recent post-effective
         amendment to the Registration Statement) which,
                   individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
Statement;                            

                      (iii) To include any material information with
            respect to the plan of distribution not previously
                 disclosed in the Registration Statement or any material
                   change to such information in the Registration Statement;

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective     
amendment by those paragraphs is contained in periodic reports filed by the     
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in the Registration Statement.                        

                (2) That, for the purpose of determining any liability
under the Securities Act of 1933,                                               

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each such post-effective amendment shall be deemed to be a new registration     
statement relating to the securities offered therein, and the offering of such  
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

       (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain    
unsold at the termination of the offering.                                      

                The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each    
filing of the registrant's annual report pursuant to Section 13(a) or Section   
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the    
securities offered therein, and the offering of such securities at that time    
shall be deemed to be the initial bona fide offering thereof.                   

                  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and          
controlling persons of the registrant pursuant to the foregoing provisions, or  
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as        
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the     
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling persons in     
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Act and will 
be governed by the final adjudication of such issue.                            

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment   
No.1 to Registration Statement to be signed on its behalf by the undersigned,   
thereunto duly authorized, in York, Pennsylvania, on this 10th day of June,     
1997.                                                                           

                    THE YORK WATER COMPANY

                     By:/s/William T. Morris
                               ---------------------------
                     William T. Morris
                                         President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each
person whose signature appears below makes, constitutes and appoints Irvin S.   
Naylor and William T. Morris and each of them acting alone, his or her true and 
lawful attorney-in-fact and agent, with full power of substitution and          
resubstitution, for him and in his name, place and stead, in any and all        
capacities, to execute and cause to be filed with the Securities and Exchange   
Commission any and all amendments or post-effective amendments to this          
Registration Statement, with exhibits thereto and other documents in connection 
therewith as the Registrant deems appropriate and hereby ratifies and confirms  
all that said attorney-in-fact, or his substitute or substitutes, may do or     
cause to be done by virtue hereof.                                              

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following      
persons in the capacities and on the dates indicated.                           

                                                                [Download Table]


                                                                             
Signature                               Capacity                     Date    
---------                               --------                     ----    

/s/William T. Morris, P.E.    President, Chief Executive        June 10, 1997
----------------------------  Officer and Director (Principal                
William T. Morris, P.E.       Executive and Financial Officer)               

/s/Jeffrey S. Osman           Vice President - Finance,         June 10, 1997
----------------------------  Secretary and Treasurer                        
Jeffrey S. Osman              (Principal Accounting Officer)                 

/s/Irvin S. Naylor                                                           
----------------------------  Chairman of the Board and         June 10, 1997
Irvin S. Naylor               Director                                       

----------------------------  Director                                       
Chloe Eichelberger                                                           

/s/John L. Finlayson          Director                          June 10, 1997
----------------------------                                                 
John L. Finlayson                                                            

----------------------------  Director                                       
Michael W. Gang                                                              

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/s/George H. Kain, III        Director                          June 10, 1997
----------------------------                                                 
George H. Kain, III                                                          

/s/Horace Keesey III          Vice Chairman of the Board and    June 10, 1997
----------------------------  Director                                       
Horace Keesey III                                                            

/s/Frank Motter               Director                          June 10, 1997
----------------------------                                                 
Frank Motter                                                                 

/s/Paul W. Ware               Director                          June 10, 1997
----------------------------                                                 
Paul W. Ware                                                                 


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 EXHIBIT INDEX

                                                                [Download Table]


 Exhibit No.                          Description of Exhibits                  
-----------                           -----------------------                  
                                                                               
    5                Opinion of Morgan, Lewis & Bockius LLP as to the legality 
                     of the shares being registered.                           

   23.1              Consent of KPMG Peat Marwick LLP                          

   23.2              Consent of Morgan, Lewis & Bockius LLP (included in       
                     Exhibit 5.1).                                             

   24                Power of Attorney (set forth on the signature page of this
                     Registration Statement).                                  

   99                The York Water Company Employees' Stock Purchase Plan.    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/12/97		1		2			8-K,  S-3/A,  S-8
		6/10/97		6		7
		6/2/97		1
		6/1/97		3
		3/31/97		2					10-K,  10-Q
		12/31/96		2					10-K
		12/31/95		2					10-K
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