UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q
--- --- --- ---
Form N-SAR
---
For Period Ended: September 30, 2005
------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
--------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Middlesex Water Company
-----------------------
Full Name of Registrant
------------------------
Former Name if Applicable
1500 Ronson Road
----------------
Address of Principal Executive Office (Street and Number)
Iselin, New Jersey 08830
------------------------
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[_] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
Middlesex Water Company (the Company) was not able to file within the prescribed
time period because of additional time required to complete the restatement of
its Condensed Consolidated Balance Sheet as of December 31, 2004, and its
Condensed Consolidated Statement of Cash Flows for the nine-month period ended
September 30, 2004. As part of its financial reporting process review,
management determined on November 5, 2005 that the Company needed to restate its
consolidated financial statements. The Company expects to file its Quarterly
Report on Form 10-Q for the period ended September 30, 2005 on or before the
fifth calendar day from the original required filing date of November 9, 2005.
In addition, the Company intends to amend the Consolidated Balance Sheets as of
December 31, 2003 and 2004 and its Consolidated Statements of Cash Flows for the
fiscal periods ended December 31, 2002, 2003 and 2004, originally filed in its
2004 Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2004 and
its Condensed Consolidated Balance Sheet and Condensed Consolidated Statements
of Cash Flows originally filed in its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2005 and June 30, 2005, as soon as practicable.
The Balance Sheet as restated will include previously unrecorded non-cash
contributions of utility assets from developers and the related construction
advance or contribution. Previously, the Company had recorded these transactions
as of the date the cost and other information regarding the contributed property
was received from the developer rather than the date the Company took ownership
of the contributed property.
The Statement of Cash Flows as restated will exclude disclosure of non-cash
activity within the statement. The previously reported cash flow information for
the nine months ended September 30, 2004 included non-cash activity for
construction advances and contributions for utility plant.
The restatement does not have any effect on net income, earnings applicable to
common stock, cash flow from operations, or liquidity.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
A. Bruce O'Connor 732 634-1500
----------------- ------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[_] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
--------------------------------------------------------------------------------
Middlesex Water Company
-----------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 9, 2005 By /s/ A. Bruce O'Connor
---------------- ---------------------
A. Bruce O'Connor
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed
on Form 12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).