Attached files
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| EX-10.1 - CONCLUSION AND TERMINATION AGREEMENT - ARTESIAN RESOURCES CORP | term-agrmnt.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): August 6, 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
1.02 Termination of a Material Definitive Agreement
On August
6, 2010, Artesian Resources Corporation, on behalf of itself and all applicable
subsidiaries (“Artesian Resources” or the “Company”), signed a Conclusion and
Termination Agreement (the “Agreement”) with Darin A. Lockwood, on behalf of
himself and all applicable business entities in which he has an interest
(“Lockwood” ), including without limitation the Northern Sussex Regional Water
Recycling Complex, LLC, a business entity owned by Lockwood (“NSRWRC”) pursuant
to which all contracts and agreements with Lockwood and NSRWRC, as disclosed in
the Company’s filings with the Securities and Exchange Commission, were
terminated except as set forth below.
The
Agreement supersedes and terminates all contracts and agreements previously
existing between the parties, including the termination of the Wastewater
Services Agreement between Artesian Utility Development, Inc., a subsidiary of
Artesian Resources, and NSRWRC. Other terminated contracts
incorporated in the Agreement include a sublease agreement for office space, an
asset purchase agreement and a consulting agreement. Any other
contracts or business relationships between Artesian Resources and Lockwood not
specifically noted were also terminated with no additional compensation paid to
either party. Pursuant to the Agreement, Lockwood received a final
net settlement payment of $800,000 including deposit. In addition, on
August 6, 2010, Artesian Resources and Lockwood entered into a confidentiality
agreement and covenant not to compete.
Pursuant
to the Agreement on August 6, 2010, Artesian Resources purchased the 75-acre
parcel of land, purchased by Lockwood on July 1, 2008, for the operation of the
wastewater facility known as the Northern Sussex Regional Water Recharge Complex
and entered into a Water and Wastewater Easement Agreement that provides
Artesian Resources right of way to a portion of land adjacent to the 75 acre
parcel. The purchase price for the land was $5,000,000 plus all
transfer taxes and transactional costs. In addition to the purchase
price, the Company paid off the outstanding balance of $2,678,785 on a
construction loan secured by the 75-acre parcel that was previously guaranteed
by the Company and the loan was terminated.
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
2.05 Costs Associated with Exit or Disposal Activities.
The
disclosure set forth in Item 1.02 above is hereby incorporated by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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10.1
Conclusion and Termination Agreement dated August 6, 2010 between Artesian
Resources Corporation on behalf of itself and all applicable subsidiaries
and Darin A. Lockwood on behalf of himself and all business entities in
which he has an interest.
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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: August
11, 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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