form8-k.htm
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): February 12, 2010
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
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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 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
February 12, 2010, Artesian Water Company, Inc. (“Artesian Water or the
“Company”) entered into a Financing Agreement (the “Agreement”) with the
Delaware Drinking Water State Revolving Fund, acting by and through the Delaware
Department of Health and Social Services, Division of Public Health (the
“Department”).
The
Department makes loans to and acquires obligations from eligible persons in
Delaware to finance the costs of drinking water facilities in accordance with
the Federal Safe Drinking Water Act The Company has been given a loan
of approximately $3.9 million (the “Loan”) from the Fund to finance all or a
portion of the cost of improvements and upgrades to specific water mains in
service areas located in New Castle County, Delaware (collectively, the
“Project”). In accordance with the Agreement, the Company will from
time to time request funds under the Loan as it incurs costs in connection with
the Project. The Company shall pay to the Department, on the
principal amount drawn down and outstanding from the date drawn, interest at a
rate of 1.705% per annum and an administrative fee at the rate of 1.705% per
annum. Interest and administrative fees accrue starting on the
closing date, with initial payment commencing in August 1, 2010 and semiannually
thereafter. Upon completion of the Project, the Company will begin
making semiannual principal payments on the outstanding principal amount, in
addition to the interest and administrative fees, with unpaid balances due and
payable in full on February 1, 2031.
The
Agreement contains customary events of default, including, but not limited to,
the occurrence of payment default and a covenant default. In the
event of a default by the Company, the Department may stop making additional
funds available, and require the Company to repay its entire debt
immediately.
The above
summary of the Agreement is qualified in its entirety by the complete copy of
the Agreement, which is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference. All readers are encouraged to read the
entire text of the Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth in Item 1.01 above is hereby incorporated by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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10.1
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Financing
Agreement and General Obligation Note dated February 12, 2010 between
Artesian Water Company, Inc. and Delaware Drinking Water State Revolving
Fund Delaware Department of Health and Social Services, Division of Public
Health.
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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: February
17, 2010
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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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