As filed with the Securities Exchange Commission on November 25, 2003
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1901645
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One South Jersey Plaza, Route 54
Folsom, New Jersey 08037
(Address of principal executive offices)
South Jersey Industries, Inc. 401(k) Plan
(Full title of the plan)
Richard H. Walker, Jr.
Secretary and Corporate Counsel
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, New Jersey 08037
(Name and address of agent for service)
(609) 561-9000
(Telephone number, including area code, of agent for service)
Copy to:
Richard J. Busis, Esquire
Cozen O'Connor
1900 Market Street
Philadelphia, PA 19103
(215) 665-2000
Cover Page 1
CALCULATION OF REGISTRATION FEE
------------------------------------ --------------------- ------------------ ---------------------- ----------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities Registered (1)(2)(3) Per Share (1) Price (1) Registration
to be Registered Fee (1)(3)
------------------------------------ --------------------- ------------------ ---------------------- ----------------
Common Stock, $1.25 par value per
share . . . . . . . . . . . 800,000 $38.575 $30,860,000 $2,496.58
------------------------------------ --------------------- ------------------ ---------------------- ----------------
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee based upon the
average of the high and low prices reported on the New York Stock Exchange of
the registrant's common stock on November 20, 2003.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers (a) such additional shares as may
hereinafter be offered or issued to prevent dilution resulting from stock
splits, stock dividends, recapitalizations or certain other capital adjustments
and (b) an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
(3) This registration statement is also deemed, pursuant to Instruction E
of Form S-8, to relate to 14,398 shares previously registered in connection with
a predecessor plan with respect to which a registration fee has already been
paid.
Cover Page 2
STATEMENTS PURSUANT TO GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SHARES
This registration statement on Form S-8 relating to the South Jersey
Industries, Inc. 401(k) Plan (formerly known as the Thrift Plan for Employees
of South Jersey Industries, Inc. and South Jersey Gas Company and Energy &
Minerals, Inc. and South Jersey Energy Company and R&T Group, Inc.)
(the "401(k) Plan") is being filed to register additional securities of the same
class as other securities for which previously filed registration statements on
Form S-8 relating to the 401(k) Plan are effective. Pursuant to General
Instruction E to Form S-8, the registrant's earlier registration statements on
Form S-8 (File Nos. 33-20196, 33-27132, 33-44278 and 33-58349) are incorporated
herein by reference.
In addition, a total of 800,000 shares of common stock of South Jersey
Industries, Inc. were registered pursuant to a registration statement to be
issued in connection with the Employee Stock Ownership Plan of South Jersey
Industries, Inc. On October 1, 2003, the Employee Stock Ownership Plan was
merged into the 401(k) Plan. 14,398 shares of common stock of South Jersey
Industries that were registered in connection with the Employee Stock Ownership
Plan have not been issued under such plan and, pursuant to Instruction E to
Form S-8, are carried forward to, and deemed covered by, this registration
statement.
INFORMATION NOT INCLUDED IN EARLIER REGISTRATION STATEMENTS
The Thrift Plan for Employees of South Jersey Industries, Inc. and
South Jersey Gas Company and Energy & Minerals, Inc. and South Jersey Energy
Company and R&T Group, Inc., the predecessor to the 401(k) Plan and for which
the earlier registration statements on Form S-8 referenced above were filed, was
created in April 1957 and amended as of April 1, 2000 to add a Section 401(k)
salary deferral feature and to freeze the thrift provisions of the Plan. Such
Plan was further amended and restated as of January 1, 2001, the result of
which, among other things, was a change of the Plan's name to the South Jersey
Industries, Inc. 401(k) Plan.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
5 Opinion of Cozen O'Connor.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Cozen O'Connor (contained in Exhibit 5).
Page 1
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Folsom, State of New Jersey, on this 21st day
of November, 2003.
SOUTH JERSEY INDUSTRIES, INC.
By: /s/ Charles Biscieglia
Charles Biscieglia, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
/s/ Charles Biscieglia Chairman of the Board and November 21, 2003
Charles Biscieglia Chief Executive Officer
(principal executive officer)
/s/ David A. Kindlick Vice President, Treasurer November 21, 2003
David A. Kindlick and Chief Financial Officer
(principal financial and
accounting officer)
/s/ Shirli M. Billings Director November 21, 2003
Shirli M. Billings
/s/ Keith S. Campbell Director November 21, 2003
Keith S. Campbell
/s/ W. Cary Edwards Director November 21, 2003
W. Cary Edwards
Page 2
/s/ Sheila Hartnett-Devlin Director November 21, 2003
Sheila Hartnett-Devlin
/s/ William J. Hughes Director November 21, 2003
William J. Hughes
/s/ Herman D. James Director November 21, 2003
Herman D. James
/s/ Clarence D. McCormick Director November 21, 2003
Clarence D. McCormick
/s/ Frederick R. Raring Director November 21, 2003
Frederick R. Raring
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the South Jersey Industries, Inc. 401(k) Plan has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Folsom, state of New Jersey, on this
21st day of November, 2003.
SOUTH JERSEY INDUSTRIES, INC. 401(K) PLAN
By:/s/ Richard H. Walker, Jr.
Richard H. Walker, Jr., on behalf of the
Administrator
Page 3
EXHIBIT INDEX
Exhibit No. Description of Exhibit
5 Opinion of Cozen O'Connor.
23.1 Consent of Deloitte & Touche, LLP.
23.2 Consent of Cozen O'Connor (contained in Exhibit 5).
Page 4
Exhibit 5
[LETTERHEAD OF COZEN O'CONNOR]
November 24, 2003
South Jersey Industries, Inc.
One South Jersey Plaza, Route 54
Folsom, NJ 08037
Re: Registration Statement on Form S-8 Relating to
South Jersey Industries, Inc. 401(k) Plan
Ladies and Gentlemen:
As counsel to South Jersey Industries, Inc. (the "Company"), we have
assisted in the preparation of the Company's Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 800,000 shares of the
Company's Common Stock, $1.25 par value (the "Common Stock"), that may be issued
under the South Jersey Industries, Inc. 401(k) Plan (the "Plan").
In connection therewith, we have examined the Company's Certificate of
Incorporation, as amended, Bylaws, as amended, and such corporate records and
other documents as we have deemed appropriate. In all examinations of
documents, instruments and other papers, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other copies. As to matters of fact which have not been independently
established, we have relied upon representations of officers of the Company.
Based upon the foregoing examination, information and assumptions, it
is our opinion that the shares of Common Stock to be offered under the Plan are
duly authorized and, when issued and sold to the participants pursuant to the
terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
COZEN O'CONNOR
Page 5
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of South Jersey Industries, Inc. (the "Company") on Form S-8 of our
report dated February 19, 2003 appearing in the Annual Report on Form 10-K of
the Company for the year ended December 31, 2002.
DELOITTE & TOUCHE, LLP
Philadelphia, Pennsylvania
November 25, 2003
Page 6