As filed with Securities and Exchange Commission on April 28, 2016

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Global Water Resources, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		4941		90-0632193
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

21410 N 19th Avenue #220

Phoenix, AZ 85027

(480) 360-7775

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Michael J. Liebman

21410 N 19th Avenue #220

Phoenix, AZ 85027

(480) 360-7775

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael M. Donahey Jeffrey E. Beck Jeffrey A. Scudder Kevin Zen Snell & Wilmer L.L.P. One Arizona Center 400 East Van Buren Phoenix, Arizona 85004-2202 (602) 382-6000		Christopher J. Barry Dorsey & Whitney LLP 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104-7043 (206) 903-8800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  x 333-209025

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		x

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit(2)		Proposed Maximum Offering Price		Amount of Registration Fee(3)
Common Stock, $0.01 par value per share		189,520		$6.25		$1,184,500		$119.28

(1)	This amount is in addition to the 1,150,000 shares of common stock registered under the registration statement originally declared effective on April 27, 2016 (File No. 333-209025) and includes shares that may be sold if the underwriter’s option to purchase additional shares is exercised.

(2)	Based on the public offering price.

(3)	The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

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EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This registration statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Global Water Resources, Inc. (the “Registrant”). This registration statement incorporates by reference the contents of, including all exhibits to and all documents incorporated by reference therein, the Registrant’s registration statement on Form S-1 (File No. 333-209025), as amended, which was declared effective by the Commission on April 27, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on April 28, 2016.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature				Title		Date
By:		/s/ Trevor T. Hill		Chairman of the Board		April 28, 2016
		Trevor T. Hill
By:		/s/ Ron L. Fleming		President and Chief Executive Officer		April 28, 2016
		Ron L. Fleming		(Principal Executive Officer)
By:		/s/ Michael J. Liebman		Chief Financial Officer and Corporate Secretary		April 28, 2016
		Michael J. Liebman		(Principal Financial and Accounting Officer)
By:		/s/ William S. Levine		Director		April 28, 2016
		William S. Levine
By:		/s/ David C. Tedesco		Director		April 28, 2016
		David C. Tedesco
By:		/s/ Richard M. Alexander		Director		April 28, 2016
		Richard M. Alexander
By:		/s/ L. Rita Theil		Director		April 28, 2016
		L. Rita Theil
By:		/s/ Cindy M. Bowers		Director		April 28, 2016
		Cindy M. Bowers

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INDEX OF EXHIBITS

 

Exhibit Number		Description of Exhibit		Method of Filing
5.1		Opinion of Snell & Wilmer L.L.P.		Filed Herewith
23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm		Filed herewith
23.2		Consent of Snell & Wilmer L.L.P.		Contained in Exhibit 5.1