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FORM S-3 MEF

As filed with the Securities and Exchange Commission on October 23, 2003.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

 

UNDER

THE SECURITIES ACT OF 1933

 

 

UNITIL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

New Hampshire   02-0381573

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

 

6 Liberty Lane West, Hampton, New Hampshire 03842-1720

(603) 772-0775

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Mark H. Collin

Senior Vice President and Chief Financial Officer

UNITIL CORPORATION

6 Liberty Lane West

Hampton, New Hampshire 03842-1720

(603) 772-0775

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

 

David S. Balabon, Esq.

LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.

260 Franklin Street

Boston, Massachusetts 02110

(617) 439-9500

  

Shelley A. Barber, Esq.

VINSON & ELKINS L.L.P.

666 Fifth Avenue

26th Floor

New York, New York 10103

(917) 206-8000

 

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

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 333-108349

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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities

to be Registered

    Amount to be
Registered(1)		    Proposed
Maximum
Offering Price
Per Unit(2)		    Proposed
Maximum
Aggregate
Offering Price(2)		   

Amount of
Registration

Fee(2)

Common Stock, no par value

    119,600 Shares    $ 25.40    $ 3,037,840    $ 245.77

 

(1)   Includes 93,600 shares of common stock issuable upon exercise of the underwriters’ over-allotment option.
(2)   This Registration Statement relates to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-108349) (the “Prior Registration Statement”). The Prior Registration Statement registered 598,000 shares of the Registrant’s common stock for a proposed maximum aggregate offering price of $15,464,280. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, this Registration Statement relates to the registration of 119,600 additional shares of the Registrant’s common stock for an additional maximum aggregate offering price of $3,037,840. Therefore, an additional registration fee of $245.77 is being transmittted herewith.

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement hereby incorporates by reference the contents of the Unitil Corporation Registration Statement on Form S-3 (Registration No. 333-108349) declared effective on October 23, 2003 by the Securities and Exchange Commission (the “Commission”), including the exhibits and power of attorney thereto and each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein. The form of prospectus contained in the earlier effective Registration Statement will reflect the aggregate amount of common stock registered in this Registration Statement and the earlier effective Registration Statement.

 

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Hampton, State of New Hampshire, on this 23rd day of October, 2003.

 

UNITIL CORPORATION

(Registrant)

 

By:  

/s/    MARK H. COLLIN        

   

Mark H. Collin

Senior Vice President and

Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature

   

Title

  

Date

*

Robert G. Schoenberger

   

Director, Chairman of the Board,
Chief Executive Officer and President

   October 23, 2003

*

David P. Brownell

   

Director

   October 23, 2003

*

Michael J. Dalton

   

Director

   October 23, 2003

*

Albert H. Elfner, III

   

Director

   October 23, 2003

*

Ross B. George

   

Director

   October 23, 2003

*

Edward F. Godfrey

   

Director

   October 23, 2003

*

Michael B. Green

   

Director

   October 23, 2003

*

Eben S. Moulton

   

Director

   October 23, 2003

*

M. Brian O’Shaughnessy

   

Director

   October 23, 2003

 

Signature

   

Title

  

Date

*

Charles H. Tenney, III

   

Director

   October 23, 2003

*

Dr. Sarah P. Voll

   

Director

   October 23, 2003

/s/    MARK H. COLLIN        

Mark H. Collin

   

Senior Vice President and
Chief Financial Officer

   October 23, 2003

/s/    LAURENCE M. BROCK        

Laurence M. Brock

   

Vice President and Controller

   October 23, 2003
*By:   /s/    MARK H. COLLIN        
 
   

Mark H. Collin,

Attorney-in-Fact

 

 

 

 

EXHIBIT INDEX

 

Exhibit No:
   

Description of Exhibit

  5.1    Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No. 333-108349)).
23.1    Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5.1).
23.2    Consent of Grant Thornton LLP (filed herewith).
24.1    Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form S-3 (Registration No. 333-108349)).
CONSENT OF GRANT THORNTON LLP

Exhibit 23.2

 

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 

We have issued our report dated February 7, 2003 accompanying the consolidated financial statements and schedule included in the Annual Report of Unitil Corporation and subsidiaries on Form 10-K for the year ended December 31, 2002. We hereby consent to the incorporation by reference of said report in the Registration Statement of Unitil Corporation on Form S-3, covering the issuance of equity securities by Unitil Corporation. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Grant Thornton LLP

 

Boston, Massachusetts

October 20, 2003