SJWFormS-8Post-EffectiveAmendmentto2005S-8forESPP

As filed with the Securities and Exchange Commission on August 13, 2014
Registration No. 333-127383


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________________________
 
SJW CORP.
(Exact name of registrant as specified in its charter)
________________________________
 
California
 
77-0066628
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
110 West Taylor Street
San Jose, CA 95110
(Address of principal registered offices) (Zip Code)

________________________________
 
SJW CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
                             
________________________________

Suzy Papazian
General Counsel and Corporate Secretary
c/o SJW Corp.
110 West Taylor Street
San Jose, CA 95110
(Name and address of agent for service)
(408) 279-7800
(Telephone number, including area code, of agent for service)

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

 
This Post-Effective Amendment No. 2 to the Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.





REMOVAL OF SECURITIES FROM REGISTRATION

This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (Registration No. 333-127383) of SJW Corp., a California corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2005 (the “Registration Statement”). The Registration Statement registered 270,400 shares of the Company’s common shares, par value $0.521 (“Common Shares”), to be offered or sold pursuant to the Company’s Employee Stock Purchase Plan (the “Plan”), as adjusted for the two-for-one stock split on Common Shares effected on March 2, 2006.

Following the commencement of the first offering period under the 2014 Employee Stock Purchase Plan on August 1, 2014, no additional Common Shares will be issued under the Plan. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any Common Shares which remain unsold at the termination of the offering under the Plan, the Company hereby removes from registration all Common Shares under the Registration Statement that remained unsold at the expiration of the Plan.




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-8 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement No. 333-127383 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, in the State of California on this 13th day of August, 2014.

SJW CORP.

By: /s/ James P. Lynch    
James P. Lynch
Chief Financial Officer and Treasurer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement No. 333-127383 has been signed below by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
/s/ W. Richard Roth
 
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
 
August 13, 2014
W. Richard Roth
/s/ James P. Lynch
 
Chief Financial Officer and Treasurer (Principal Financial Officer)
 
August 13, 2014
James P. Lynch
/s/ Wendy Avila-Walker
 
Controller (Principal Accounting Officer)
 
August 13, 2014
Wendy Avila-Walker
/s/ Katharine Armstrong
 
Director
 
August 13, 2014
Katharine Armstrong
/s/ Walter J. Bishop
 
Director
 
August 13, 2014
Walter J. Bishop
/s/ Mark L. Cali
 
Director
 
August 13, 2014
Mark L. Cali
/s/ Douglas R. King
 
Director
 
August 13, 2014
Douglas R. King
/s/ Ronald B. Moskovitz
 
Director
 
August 13, 2014
Ronald B. Moskovitz
/s/ George E. Moss
 
Director
 
August 13, 2014
George E. Moss
/s/ Robert A. Van Valer
 
Director
 
August 13, 2014
Robert A. Van Valer