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    SEC Form S-8 filed by York Water Company

    5/6/25 4:37:29 PM ET
    $YORW
    Water Supply
    Utilities
    Get the next $YORW alert in real time by email
    S-8 1 ef20047940_s8.htm S-8

    As filed with the Securities and Exchange Commission on May 6, 2025

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549


    FORM S-8
    REGISTRATION STATEMENT
    Under
    THE SECURITIES ACT OF 1933


    THE YORK WATER COMPANY
    (Exact name of registrant as specified in its charter)


    PENNSYLVANIA
     
    23-1242500
    (State or other jurisdiction of incorporation)
     
    (I.R.S. Employer Identification No.)

    130 EAST MARKET STREET
    YORK, PENNSYLVANIA
     
     
    17401
    (Address of principal executive offices)
     
    (Zip Code)


    The York Water Company 2025 Long-Term Incentive Plan
    (Full title of the plan)


    Joseph T. Hand
    President and Chief Executive Officer
    The York Water Company
    130 East Market Street
    York, Pennsylvania 17401
    (Name and address of agent for service)
    717-845-3601
    (Telephone number, including area code, of agent for service)


    Copy of all communications to:
    Jeffrey G. Aromatorio
    Reed Smith LLP
    Reed Smith Centre
    225 Fifth Avenue
    Pittsburgh, PA  15222
    (412) 288-3364


    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. (Check one):
    Large accelerated filer ☐
    Accelerated filer ☐
    Non-accelerated filer ☒  Smaller reporting company ☒
       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 7(a)(2)(B) of the Securities Act. ☐



    EXPLANATORY NOTE
     
    This Registration Statement on Form S-8 is filed by The York Water Company, a Pennsylvania corporation (the “Registrant”), relating to 150,000 shares of its common stock, no par value (the “Common Stock”), issuable to eligible employees and non-employee directors of the Registrant under the Registrant’s 2025 Long-Term Incentive Plan (the “Plan”), as amended and restated through January 27, 2025, which Common Stock is in addition to the 100,000 shares of Common Stock registered on the Registrant’s Form S-8 filed on May 11, 2016 (File No. 333-211287) (the “Prior Registration Statement”).
     
    This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

    PART I
     
    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     
    The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
     
    PART II
     
    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
    Item 3.
    Incorporation of Documents by Reference.
     
    The following documents filed by The York Water Company (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference in this Registration Statement:
     

    (a)
    The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 4, 2025;
     

    (b)
    The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the Commission on May 6, 2025;
     

    (c)
    The Registrant’s Current Reports on Form 8-K filed with the Commission on May 6, 2025; and
     

    (d)
    The description of the Registrant’s Common Stock, no par value (the “Common Stock”), filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Commission on March 10, 2020, including any amendment or report filed for the purpose of updating such description.
     
    In addition, each document filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than portions of those documents furnished or otherwise not deemed to be filed) after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.
     
    - 2 -

    Item 4.
    Description of Securities.

    Not applicable.
     
    Item 5.
    Interests of Named Experts and Counsel.
     
    Not applicable.

    Item 8.
    Exhibits.

    The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

     
    Exhibit No.
    Description of Exhibits
     
    4.1
    The York Water Company 2025 Long-Term Incentive Plan”), as amended and restated through January 27, 2025 (incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement filed on March 21, 2025) (File No. 001-34245).
     
    5.1*
    Opinion of Reed Smith LLP.
     
    23.1*
    Consent of Baker Tilly US, LLP.
     
    23.2*
    Consent of Reed Smith LLP (included in Exhibit 5.1).
     
    24.1
    Power of Attorney (set forth on the signature page of this Registration Statement).
     
    107*
    Filing Fee Table.
     
    *
    Filed herewith.

    - 3 -

    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 York, Pennsylvania, on this 5th day of May, 2025.


    THE YORK WATER COMPANY




    By:
    /s/ Joseph T. Hand


    Joseph T. Hand


    President and Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each person whose signature appears below makes, constitutes and appoints Joseph T. Hand and Matthew E. Poff and each of them acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments or post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith as the Registrant deems appropriate and hereby ratifies and confirms all that said attorney-in-fact, or his substitute or substitutes, may 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 by the following persons in the capacities and on the dates indicated.
     
    Signature
     
    Capacity
     
    Date
             
    /s/ Joseph T. Hand
     
    President and Chief Executive Officer (Principal Executive Officer and Director)
     
     
    May 5, 2025
    Joseph T. Hand
     
             
    /s/ Matthew E. Poff

    Chief Financial Officer and Treasurer (Principal Accounting Officer and Chief Financial Officer)
     
     
    May 5, 2025
     
    Matthew E. Poff

             
    /s/ Paul R. Bonney
     
    Director
     
     
    May 5, 2025
     
    Paul R. Bonney
     
             
    /s/ Douglas S. Brossman
     
    Director
     
     
    May 5, 2025
     
    Douglas S. Brossman
     
             
    /s/ Michael W. Gang
     
    Director
     
     
    May 5, 2025
     
     Michael W. Gang
     
             
    /s/ Jeffrey R. Hines
     
    Director
     
     
    May 5, 2025
     
    Jeffrey R. Hines
     
             
    /s/ George W. Hodges
     
    Director
     
     
    May 5, 2025
     
     George W. Hodges
     
             
    /s/ Jody L. Keller
     
    Director
     
     
    May 5, 2025
     
    Jody L. Keller
     
             
    /s/ Robert F. Lambers
     
    Director
     
     
    May 5, 2025
     
    Robert F. Lambert
     
             
    /s/ Erin C. McGlaughlin
     
    Director
     
     
    May 5, 2025
     
    Erin C. McGlaughlin
     
             
    /s/ Steven R. Rasmussen
     
    Director
     
     
    May 5, 2025
     
    Steven R. Rasmussen
     
             
    /s/ Laura T. Wand
     
    Director
     
     
    May 5, 2025
     
    Laura T. Wand
     


     - 4 -

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