As filed with the Securities and Exchange Commission on March 11, 2004 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------- AQUA AMERICA, INC. (Exact name of issuer as specified in its charter) Pennsylvania 23-1702594 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 762 W. Lancaster Avenue Bryn Mawr, PA 19010 (610) 527-8000 (Address of principal executive offices) 1994 EQUITY COMPENSATION PLAN (Full title of the plan) ROY H. STAHL AQUA AMERICA, INC. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 762 W. Lancaster Avenue Bryn Mawr, PA 19010 (Name and address of agent for service) (610) 527-8000 (Telephone number, including area code, of agent for service) Copy to: STEPHEN A. JANNETTA Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000 CALCULATION OF REGISTRATION FEE ======================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Number of Shares Offering Price Per Aggregate Offering Amount of to be registered to be Registered Share(1) Price(1) Registration Fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $.50 par value 4,375,000(2) $21.455 $93,865,625 $11,893 ======================================================================================================================= (1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices of shares of Common Stock on March 10, 2003, as reported on the New York Stock Exchange. (2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. This Registration Statement relates to the registration of an additional 4,375,000 shares (the "Shares") of Common Stock, par value $0.50, of Aqua America, Inc., formerly Philadelphia Suburban Corporation (the "Registrant"). The Shares are securities of the same class and relate to the same employee benefit plan, the 1994 Equity Compensation Plan (the "Plan"), as those shares registered on the Registrant's Registration Statements on Form S-8, previously filed with the Securities and Exchange Commission on March 8, 1994, May 18, 1994, May 7, 1997 and January 20, 1999. The earlier Registration Statements on Form S-8, Registration Nos. 033-52557, 033-53689, 333-26613 and 333-70859, are hereby incorporated by reference. At the 2003 Annual Meeting of Shareholders the shareholders of the Registrant approved an amendment to the Plan to increase the number of authorized shares thereunder by 3,500,000 shares. The Shares represent such previously approved shares taking into account the 5-for-4 stock split effected by the Registrant in December 2003. The financial statements contained in the Registrant's 2002 Annual Report to Shareholders and incorporated by reference in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, which is incorporated by reference in this Registration Statement have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The following exhibits are filed as part of Registration Statement. Exhibit Number Exhibit Description - ------- 5.1 Opinion of Morgan, Lewis & Bockius LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto) 24.1 Powers of Attorney (included as part of the signature page of this Registration Statement)
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bryn Mawr, Pennsylvania on March 11, 2004. AQUA AMERICA, INC. By: /s/ Nicholas DeBenedictis ------------------------------------ Nicholas DeBenedictis Chairman and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roy H. Stahl, Executive Vice President, and David P. Smeltzer, Senior Vice President, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, to execute and cause to be filed any and all amendments and post-effective amendments to this Registration Statement, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Nicholas DeBenedictis Director, Chairman and Chief March 11, 2004 - --------------------------- Executive Officer (Principal Nicholas DeBenedictis Executive Officer) /s/ David P. Smeltzer Senior Vice President - Finance March 11, 2004 - --------------------------- and Chief Financial Officer David P. Smeltzer (Principal Financing and Accounting Officer) /s/ Mary C. Carroll Director March 11, 2004 - --------------------------- Mary C. Carroll /s/ G. Fred DiBona Director March 11, 2004 - --------------------------- G. Fred DiBona, Jr. /s/ Richard H. Glanton Director March 11, 2004 - --------------------------- Richard H. Glanton /s/ Alan Hirsig Director March 11, 2004 - --------------------------- Alan R. Hirsig /s/ John F. McCaughan Director March 11, 2004 - --------------------------- John F. McCaughan /s/ John E. Menario Director March 11, 2004 - --------------------------- John E. Menario - --------------------------- Director March 11, 2004 Richard L. Smoot
AQUA AMERICA, INC. INDEX TO EXHIBITS Exhibit Number Exhibit Description - ------- 5.1 Opinion of Morgan, Lewis & Bockius LLP 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 hereto) 24.1 Powers of Attorney (included as part of the signature page of this Registration Statement)
EXHIBIT 5.1 Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 March 11, 2004 Aqua America, Inc. 762 Lancaster Avenue Bryn Mawr, Pennsylvania 19010 Re: Aqua America, Inc. - Registration Statement on Form S-8 Relating to the 1994 Equity Compensation Plan Ladies and Gentlemen: We have acted as counsel to Aqua America, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation of the subject Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), relating to 4,375,000 shares (the "Shares") of the Company's common stock, par value $.50 per share (the "Common Stock"), issuable under the Company's 1994 Equity Compensation Plan, as amended (the "Plan"). In rendering the opinion set forth below, we have examined the Registration Statement and the exhibits thereto, the Plan, certain records of the Company's corporate proceedings as reflected in its minute books and such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies thereof. Based on the foregoing, it is our opinion that the Shares will be, when issued in accordance with the terms of the Plan, validly issued, fully paid and nonassessable. The opinion set forth above is limited to the Pennsylvania Business Corporation Law, as amended. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act and the rules or regulations of the Commission thereunder. The opinion expressed herein is solely for your benefit and may be relied upon only by you. Very truly yours, MORGAN, LEWIS & BOCKIUS LLP
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Aqua America, Inc, on Form S-8 of our report dated January 31, 2003 relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Philadelphia Suburban Corporation, which is incorporated by reference in Philadelphia Suburban Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the reference to us as "Experts" in such Registration Statement. PRICEWATERHOUSECOOPERS LLP Philadelphia, Pennsylvania March 11, 2004