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EX-10.1 - FRANKFORD ASSET PURCHASE - ARTESIAN RESOURCES CORPexhibit10-1.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): June 11, 2020

ARTESIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
 
000-18516
 
51-0002090
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)


 
664 Churchmans Road, Newark, Delaware
 
19702
 
 
(Address of principal executive offices)
 
(Zip Code)
 


Registrant's telephone number, including area code:
 
302-453-6900
 


Not Applicable
___________________________________________________
(Former name or former address, if changed since last report.)

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):

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols (s)
Name of each exchange on which registered
Common Stock
ARTNA
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 1.01 Entry Into a Material Definitive Agreement.

On June 11, 2020, Artesian Water Company, Inc. (“Artesian Water”), a subsidiary of Artesian Resources Corporation (“Artesian Resources”), signed an agreement (the “Asset Purchase Agreement”) to purchase from the City of Delaware City, a Delaware municipality (“Delaware City”), substantially all of the operating assets of Delaware City’s water system, including the right to provide water service to Delaware City’s existing customers (the “Water System”).  Pursuant to the terms of the Asset Purchase Agreement, Delaware City shall transfer to Artesian Water all of Delaware City’s right, title and interest in and to all of the plant and equipment, associated real property, contracts, easements and permits possessed by Delaware City at closing related to the Water System.  The total purchase price is $2.1 million, which will include the payoff of certain indebtedness specifically related to the Water System.  The Asset Purchase Agreement contains commitments to upgrade and replace certain operating assets.  The Water System currently serves approximately 800 customers.  Closing on this transaction is expected to occur during the third quarter of 2020, subject to the approval of the Delaware Public Service Commission.

A copy of the above Asset Purchase Agreement is attached as Exhibit 10.1 and is incorporated herein by reference.  The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Exhibit
 
Asset Purchase Agreement, dated June 11, 2020 by and among Artesian Water Company, Inc., a Delaware corporation, and the City of Delaware City, a Delaware municipality.




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.

   
ARTESIAN RESOURCES CORPORATION
 
Date:  June 16, 2020
 
By:    /s/ David B. Spacht
 
   
David B. Spacht
 
   
Chief Financial Officer