Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

American States Water Company

(Exact name of registrant as specified in its charter)

California		95-4676679
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

630 East Foothill Boulevard
San Dimas, California, 91773
(909) 394-3600
(Address and telephone number of principal executive offices)

(Full title of the plans)

___________________

Robert J. Sprowls
Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer
American States Water Company
630 East Foothill Boulevard
San Dimas, California 91773
(Name and address of agent for service)
___________________

Telephone number, including area code, of agent for service: (909) 394-3600

___________________

CALCULATION OF REGISTRATION FEE

Title of

Amount

Proposed maximum

Proposed maximum

Amount of

securities

to be

offering price per

aggregate offering

Registration

to be registered

registered(1)(2)

unit(3)

price(3)

fee(3)

Common Shares, no par value,

300,000

$35.64

$10,692,000

$1,144.05

 

 

     American States Water Company filed with the Commission on a Registration Statement on Form S-8 relating to the Plan and the 2003 Non-Employee Directors Plan, as amended (Registration No. 333-10895), the contents of which are incorporated by reference herein.

     The following exhibits are furnished with this Registration Statement:

Exhibit
Number		Exhibit
3.1		Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Form 10-K/A for the year ended December 31, 2003)
3.2		Bylaws (incorporated by reference to Form 8-K filed on November 2, 1998)
3.3		Rights Agreement dated August 3, 1998 between the Company and Mellon Shareholder Services L.L.C. (incorporated by reference to the Company’s Form 8-A filed August 20, 1998)
4.1		American States Water Company 2000 Stock Incentive Plan, as amended January 31, 2006 (incorporated by reference to the Company’s Form 10-K filed March 15, 2006)
5		Opinion of O’Melveny & Myers LLP (opinion re legality)
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of O’Melveny & Myers LLP (included in Exhibit 5)
24		Power of Attorney (included in this Registration Statement under “Signatures”)

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 San Dimas, State of California, on the 15^th day of March, 2006.

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Floyd E. Wicks and Robert J. Sprowls, and each of them individually, his/her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, 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/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     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		Title		Date
/s/ FLOYD E. WICKS   Floyd E. Wicks		Director, President and Chief Executive Officer (Principal Executive Officer)		March 15, 2006

Signature		Title		Date
/s/ ROBERT J. SPROWLS   Robert J. Sprowls		Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer (Principal Financial and Accounting Officer)		March 15, 2006
/s/ JAMES L. ANDERSON   James L. Anderson		Director		March 15, 2006
/s/ N.P. DODGE, JR.   N.P. Dodge, Jr.		Director		March 15, 2006
/s/ ANNE M. HOLLOWAY   Anne M. Holloway		Director		March 15, 2006
/s/ ROBERT F. KATHOL   Robert F. Kathol		Director		March 15, 2006
/s/ LLOYD E. ROSS   Lloyd E. Ross		Director		March 15, 2006

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
5		Opinion of O’Melveny & Myers LLP (opinion re legality).
23.1		Consent of PriceWaterhouseCoopers LLP.
23.2		Consent of Counsel (included in Exhibit 5).
24		Power of Attorney (included in this Registration Statement under “Signatures”).

Exhibit 5

[Letterhead of O’Melveny & Myers LLP]

OUR FILE NUMBER
020,630-999

March 15, 2006

American States Water Company
630 East Foothill Blvd.
San Dimas, California 91773

          Re:      Issuance of Common Shares

     Ladies and Gentlemen:

     We have acted as your counsel in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed by American States Water Company (the “Company”) with the Securities and Exchange Commission in connection with the registration of 300,000 common shares, no par value (“Shares”) of the Company, including attached rights to acquire shares of Junior Participating Preferred Stock, to be offered or sold pursuant to the 2000 Stock Incentive Plan, as amended (the “Plan”). We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, registration, issuance and sale of the Shares.

     The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company and, upon the issuance and sale thereof in the manner referenced in the Plan and the countersigning of the certificate representing the Common Shares by a duly authorized signatory of the registrar of the Shares, the Shares will be validly issued, fully paid and non-assessable.

     We consent to the inclusion of this opinion in the Registration Statement.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2006 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of American States Water Company, which appears in American States Water Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 14, 2006