As filed with the Securities and Exchange Commission on April 29, 2004.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
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 (I.R.S. Employer
incorporation or organization) Identification No.)
6 Liberty Lane West, Hampton, New Hampshire 03842-1720
(Address of principal executive offices, including zip code)
--------
UNITIL CORPORATION
2003 RESTRICTED STOCK PLAN
(Full title of the plan)
--------
Mark H. Collin
Senior Vice President,
Chief Financial Officer & Treasurer
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
(603) 772-0775
(Name, address, 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) 748-6800
---------
CALCULATION OF REGISTRATION FEE
===============================================================================================
Title of Proposed maximum Proposed maximum
securities Amount to be offering price aggregate offering Amount of
to be registered registered\1 per share\2 price\2 registration fee
- -----------------------------------------------------------------------------------------------
Common Stock, 177,500 $27.35 $4,854,625 $615.08
no par value shares
===============================================================================================
- --------------------------------------------------------------------------------
1/In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
2/Determined on the basis of the average of the high and low sale price of the
common stock as reported on the American Stock Exchange on April 22, 2004,
solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference in this registration statement the following
documents we have filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended:
(1) Unitil's Annual Report on Form 10-K for the fiscal year ended December
31, 2003 filed on February 27, 2004.
(2) Unitil's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 filed on April 28, 2004.
(3) Unitil's Registration Statement on Form 8-A filed on February 8, 1985.
All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, other than any information we furnish, rather
than file, with the Securities and Exchange Commission pursuant to certain items
of Form 8-K, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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 of this
registration statement.
Item 5. Interests of Named Experts and Counsel.
Paul K. Connolly, a member of the firm of LeBoeuf, Lamb, Greene & MacRae,
L.L.P., which is rendering an opinion on the validity of the securities being
registered hereunder, owns approximately 3,257 shares of common stock as of the
date of this registration statement, including shares that may be acquired
within 60 days pursuant to the exercise of stock options. Mr. Connolly is a
participant in our dividend reinvestment plan and, as such, acquires additional
shares of our common stock at regular intervals.
Item 6. Indemnification of Directors and Officers.
The Company is organized under the laws of the State of New Hampshire. The
New Hampshire Business Corporation Act (the "NHBCA") provides that a corporation
may indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (1) he conducted
himself in good faith; and (2) he reasonably
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believed (i) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests; and (ii) in all other
cases, that his conduct was at least not opposed to its best interests; and (3)
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. A corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of the
final disposition of the proceeding if: (1) the director furnishes the
corporation a written affirmation of his good faith belief that he has met the
standard of conduct described in the preceding sentence; and (2) the director
furnishes the corporation an undertaking, executed personally or on his behalf,
to repay the advance if it is ultimately determined that he did not meet the
standard of conduct; and (3) a determination is made that the facts then known
to those making the determination would not preclude indemnification. Unless a
corporation's articles of incorporation provide otherwise, the corporation may
indemnify and advance expenses to an officer, employee or agent of the
corporation who is not a director to the same extent as to a director. A
corporation may not indemnify a director (x) in connection with a proceeding by
or in the right of the corporation in which the director was adjudged liable to
the corporation; or (y) in connection with any other proceeding charging
improper personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him. Unless limited by its articles of
incorporation, a corporation shall indemnify a director or officer who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he is or was a director or officer of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under the NHBCA.
Article X of the Company's By-Laws provides that the Company shall
indemnify any person who was or is a party or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the person's
having served as, or by reason of the person's alleged acts or omissions while
serving as a director, officer, employee or agent of the Company, or while
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, judgments, fines and amounts paid
in settlement or otherwise actually and reasonably incurred by him in connection
with the action, suit or proceeding, if the person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, said indemnification to be
to the full extent permitted by law under the circumstances, including, without
limitation, by all applicable provisions of the NHBCA. Any indemnification under
Article X shall be made by the Company with respect to Directors or other
persons after a determination that the person to be indemnified has met the
standards of conduct set forth in the NHBCA, such determination to be made by
the Board of Directors, by majority
II-3
vote of a quorum, or by other persons authorized to make such a determination
under the NHBCA.
The right of indemnification arising under Article X was adopted for the
purpose of inducing persons to serve and to continue to serve the Company
without concern that their service may expose them to personal financial harm.
It is to be broadly construed, applied and implemented in light of that purpose.
It is not to be exclusive of any other right to which any such person is
entitled under any agreement, vote of the stockholders or the Board of
Directors, statute, or as a matter of law, or otherwise, nor is it to be
construed to limit or confine in any respect the power of the Board of Directors
to grant indemnity pursuant to any applicable statutes or laws of the State of
New Hampshire. The provisions of Article X are separable, and, if any provision
or portion thereof is for any reason held inapplicable, illegal or ineffective,
such holding will not affect any other right of indemnification existing under
Article X or otherwise. As used in Article X, the term "person" includes heirs,
executors, administrators or other legal representatives. As used in Article X,
the terms "Director" and "officer" include persons elected or appointed as
officers by the Board of Directors, persons elected as Directors by the
stockholders or by the Board of Directors, and persons who serve by vote or at
the request of the Company as directors, officers or trustees of another
organization in which the Company has any direct or indirect interest as a
shareholder, creditor or otherwise.
Article X of the Company's By-Laws also allows the Company to purchase and
maintain insurance on behalf of any person who was or is a Director, officer or
employee of the Company or any of its subsidiaries, or who was or is serving at
the request of the Company as a fiduciary of any employee benefit plan of the
Company or any subsidiary, against any liability asserted against, and incurred
by, such person in any such capacity, or arising out of such person's status as
such, whether or not the Company would have the power to indemnify such person
against such liability under the provisions of the NHBCA. The obligation to
indemnify and reimburse such person under the Company's By-Laws, if applicable,
will be reduced by the amount of any such insurance proceeds paid to such
person, or the representatives or successors of such person.
The Company maintains liability insurance protecting it, as well as its
directors and officers, against liability by reason of their being or having
been directors or officers.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
4(a) Articles of Incorporation of the Company, as amended
(filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-14, No. 2-93769, and incorporated
herein by reference).
4(b) Articles of Amendment to the Articles of Incorporation
of the Company (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by
reference).
II-4
4(c) By-Laws of the Company (filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-8, No.
333-73327, and incorporated herein by reference).
4(d) Unitil Corporation 2003 Restricted Stock Plan (filed as
Exhibit 10.16 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2002, and
incorporated herein by reference).
4(e) Form of Restricted Stock Agreement.
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
counsel to the Company.
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(contained in opinion filed as Exhibit 5).
23(b) Consent of Grant Thornton LLP, independent public
accountants.
24 Power of Attorney (see signature pages).
II-5
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 and that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
II-6
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark H. Collin and Robert G.
Schoenberger, and each of them individually, his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
of and supplements to this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, or his substitutes, 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, to all intents and purposes and as fully as he or she might or could
do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
The Registrant. 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 Town of Hampton, the State of New Hampshire, on this
31st day of March, 2004.
UNITIL CORPORATION
/s/ Mark H. Collin
---------------------------
Mark Collin
Senior Vice President,
Chief Financial Officer and
Treasurer
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 date indicated:
Signature Title Date
- --------- ----- ----
/s/ Mark H. Collin Senior Vice President, Chief
- -------------------------- Financial Officer and March 31, 2004
Mark H. Collin Treasurer
II-8
/s/ Robert G. Schoenberger Chairman of the Board, Chief
- -------------------------- Executive Officer and March 31, 2004
Robert G. Schoenberger President
/s/ Laurence M. Brock Vice President and Controller March 31, 2004
- --------------------------
Laurence M. Brock
/s/ David P. Brownell Director March 31, 2004
- --------------------------
David P. Brownell
/s/ Michael J. Dalton Director March 31, 2004
- --------------------------
Michael J. Dalton
/s/ Albert H. Elfner, III Director March 31, 2004
- --------------------------
Albert H. Elfner, III
/s/ Ross B. George Director March 31, 2004
- --------------------------
Ross B. George
/s/ Edward F. Godfrey Director March 31, 2004
- --------------------------
Edward F. Godfrey
/s/ Michael B. Green Director March 31, 2004
- --------------------------
Michael B. Green
/s/ Eben S. Moulton Director March 31, 2004
- --------------------------
Eben S. Moulton
/s/ M. Brian O'Shaughnessy Director March 31, 2004
- --------------------------
M. Brian O'Shaughnessy
/s/ Charles H. Tenney III Director March 31, 2004
- --------------------------
Charles H. Tenney III
/s/ Sarah P. Voll Director March 31, 2004
- --------------------------
Dr. Sarah P. Voll
II-9
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
4(a) Articles of Incorporation of the Company, as amended (filed as Exhibit
3.1 to the Company's Registration Statement on Form S-14, No. 2-93769,
and incorporated herein by reference).
4(b) Articles of Amendment to the Articles of Incorporation of the Company
(filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991, and incorporated herein by
reference).
4(c) By-Laws of the Company (filed as Exhibit 4.4 to the Company's
Registration Statement on Form S-8, No. 333-73327, and incorporated
herein by reference).
4(d) Unitil Corporation 2003 Restricted Stock Plan (filed as Exhibit 10.16
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, and incorporated herein by reference).
4(e) Form of Restricted Stock Agreement.
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
Company.
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (contained in
opinion filed as Exhibit 5 hereto).
23(b) Consent of Grant Thornton LLP, independent public accountants.
24 Power of Attorney (see signature pages).
II-10
EXHIBIT 4(e)
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement"), dated as of
____________, 200_, between Unitil Corporation (the "Company") and
______________, an employee of the Company (the "Employee").
WITNESSETH THAT:
WHEREAS, the Company maintains the Unitil Corporation 2003 Restricted Stock
Plan (the "Plan"); and
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company has approved the grant of an Award of Restricted Stock
to the Employee upon the terms and subject to the conditions of the Plan and
this Agreement;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Employee
as follows:
1. Grant of Award. The Company hereby grants to the Employee an Award of
___________ shares (the "Restricted Shares") of the Company's common stock, no
par value (the "Shares"), upon the terms and subject to the conditions set forth
in this Agreement and the Plan. The Plan is hereby incorporated herein by
reference as a part of this Agreement.
2. Representations of Employee. The Employee hereby (i) accepts the award
of the Restricted Shares described in paragraph 1; (ii) agrees that the
Restricted Shares will be held by him and his successors subject to (and will
not be disposed of except in accordance with) all of the restrictions, terms and
conditions contained in this Agreement; (iii) represents that he is acquiring
the Restricted Shares for investment and not with a view to or for resale or
distribution thereof; and (iv) agrees that any certificates issued for the
Restricted Shares may bear the following legend or such other legend as the
Company, from time to time, deems appropriate:
"The transfer of the Shares represented by this certificate is
restricted by the terms of a Restricted Stock Agreement dated as of
__________, 200_, a copy of which is on file at the Company's
principal office; no transfer of the Shares represented by this
certificate shall be valid or effective until the conditions with
respect to such transfer contained in the Agreement have been met."
3. Vesting. 25% of the Restricted Shares shall become fully vested and
nonforfeitable on each of ________, 200_, ________, 200_, ________, 200_, and
________, 200_, provided the Employee still is, and since the date of this
Agreement has continuously been, employed by the Company as of such dates.
4. Restrictions. The Employee may not sell, assign, transfer, pledge or
otherwise dispose of or encumber any of the Restricted Shares, or any interest
therein, and the Restricted Shares shall be subject to forfeiture, until the
Employee's rights in such Shares have vested in accordance with this Agreement
(the period of time until the Restricted Shares have vested is referred to as
the "Period of Restriction"). Any purported sale, assignment, transfer, pledge
or other disposition or encumbrance in violation of this Agreement will be void
and of no effect.
5. Voting and Dividends. Except as provided in this paragraph, with respect
to the Restricted Shares, the Employee shall have all of the rights of a
shareholder of the Company, including the right to vote the Restricted Shares
during the Period of Restriction. Any cash dividends paid on any Restricted
Shares during the Period of Restriction shall not be contingent upon vesting of
the Restricted Shares to which they relate. In the event any non-cash dividends
or other distributions, whether in property, or stock of another company, are
paid on any Restricted Shares during the Period of Restriction, such non-cash
dividends or other distributions payable to the Employee shall be retained by
the Company and not delivered to the Employee until such time as the Period of
Restriction on the shares with respect to which such non-cash dividends or other
distributions have been paid shall have lapsed and such shares become fully
vested and not subject to forfeiture to the Company. Such non-cash dividends or
distributions with respect to the Restricted Shares shall be paid to the
Employee upon the lapse of the restrictions or retained by the Company in the
event the Restricted Shares on which such non-cash dividends or other
distributions were paid are forfeited to the Company. Any Shares issued pursuant
to Section 4.2 of the Plan with respect to the Restricted Shares shall be
treated as additional Restricted Shares and shall be subject to the same
restrictions and other terms and conditions that apply with respect to, and
shall vest or be forfeited at the same time as, the Restricted Shares with
respect to which such Shares are issued.
6. Forfeiture. Upon termination of employment with the Company for any
reason except death, retirement or Disability, the Employee shall forfeit all
unvested Restricted Shares, and shall not receive any compensation for such
forfeited Restricted Shares. The Employee shall have no further rights as a
shareholder of the Company with respect to the forfeited Restricted Shares,
including, without limitation, any right to receive any distribution payable to
shareholders of record on or after the date of such forfeiture.
7. Certificates and Stock Power. As soon as practicable after the date of
this Agreement, the Company shall issue a stock certificate in respect of the
Restricted Shares which will be registered in the Employee's name, and shall
bear whatever legend the Committee shall determine, including, but not limited
to, the legend set forth in paragraph 2. Such certificate shall be held by the
Company pending vesting of the Restricted Shares. To the extent the Restricted
Shares become vested, the Company shall promptly provide the Employee (or in the
case of his death, his designated beneficiary) the appropriate certificate for
the vested Shares. The Employee shall execute appropriate stock powers in blank
and such other documents as the Company shall prescribe.
8. Withholding and Notification of Section 83(b) Election. The Company
shall have the right to deduct or withhold, or require the Employee to remit to
the Company, an amount in cash (or in Shares, subject to Section 14.2 of the
Plan) sufficient to cover any tax, including any Federal, state or local income
or employment tax, required by to be withheld or otherwise deducted and paid
with respect to such the Restricted Shares or the vesting thereof. The Employee
agrees to notify the Company if he makes the election provided for in Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to the
Restricted Shares.
9. No Right to Employment. Nothing in this Agreement shall confer upon the
Employee any right to continue in the employ of the Company or shall interfere
with or restrict in any way the rights of the Company to terminate the
Employee's employment.
10. Amended. This Agreement may be amended or supplemented at any time by
the mutual written consent of the parties hereto.
11. Governing Law. The laws of the State of New Hampshire shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflict of
laws.
12. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the successors, assigns and heirs of the respective parties.
13. Notices. All notices and other communications required or permitted
under this Agreement shall be written and shall be delivered personally or sent
by registered or certified first-class mail, postage prepaid and return receipt
required, addressed as follows: if to the Company, to the Company's executive
offices at 6 Liberty Lane West, Hampton, NH 03842-1720, attention: General
Counsel, and if to the Employee or his successor, to the address last furnished
by the Employee to the Company. Each notice and communication shall be deemed to
have been given when received by the Company or the Employee.
14. No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
15. Titles and Defined Terms. Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Agreement. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, when the context so indicates. Unless
otherwise indicated herein, terms with initial capital letters shall have the
meanings given to them in the Plan.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
UNITIL CORPORATION
By:
------------------------------
Its:
EMPLOYEE
-------------------------------------
EXHIBIT 5
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
A Limited Liability Partnership Including Professional Corporations
260 Franklin Street
Boston, MA 02110
April 29, 2004
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842-1720
Ladies and Gentlemen:
We have acted as counsel to Unitil Corporation, a New Hampshire corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), providing for the registration of 177,500 shares (the "Plan
Shares") of the Company's common stock, no par value, to be issued pursuant to
the Company's 2003 Restricted Stock Plan (the "Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law, as
we have deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed, without investigation, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies
and the authenticity of the originals of all such latter documents. As to any
facts material to this opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of Company representatives.
Unitil Corporation
April 29, 2004
Page 2
Based upon the foregoing examination, and subject to the limitations set
forth below, we are of the opinion that the Plan Shares will be validly issued,
fully paid and nonassessable when:
(a) the Registration Statement shall have become, and for so long as it
shall remain, effective for the purpose of the issuance and sale of the Plan
Shares; and
(b) the consideration therefor provided for in the Plan has been received
by the Company.
This opinion is rendered under and limited to the New Hampshire Business
Corporation Act (without reference to "blue sky" matters) and the federal law of
the United States. We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and in any amendments thereto. In giving such consent, we
do not thereby concede that we are within the category of persons whose consent
is required under Section 7 of the Securities Act, or the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 6, 2004 accompanying the
consolidated financial statements included in the Annual Report of Unitil
Corporation and subsidiaries on Form 10-K for the year ended December 31, 2003.
We hereby consent to the incorporation by reference of said report in the
Registration Statement of Unitil Corporation on Form S-8 relating to the Unitil
Corporation 2003 Restricted Stock Plan.
/s/ Grant Thornton LLP
Boston, Massachusetts
April 27, 2004