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<P>As filed with the Securities and Exchange Commission on July 30, 2003.</P>
<P align=right>Registration No. 333 -103749</P>
<P>
<CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
<P></P>
<P>
<CENTER>WASHINGTON, D.C. 20549<BR>--------</CENTER>
<P></P>
<P>
<CENTER>POST-EFFECTIVE AMENDMENT NO. 1</CENTER>
<P></P>
<P>
<CENTER>TO</CENTER>
<P></P>
<P>
<CENTER>FORM S-8</CENTER>
<P></P>
<P>
<CENTER>REGISTRATION STATEMENT</CENTER>
<P></P>
<P>
<CENTER>UNDER</CENTER>
<P></P>
<P>
<CENTER>THE SECURITIES ACT OF 1933<BR>------------</CENTER>
<P></P>
<P>
<CENTER>MAINE &amp; MARITIMES CORPORATION</CENTER>
<CENTER>(Exact name of registrant as specified in its charter)</CENTER>
<P></P>
<P>
<CENTER>
<TABLE cellSpacing=2 cellPadding=0 width=541 border=0>

  <TR>
    <TD align=middle width="48%">&nbsp; Maine<BR>(State or other jurisdiction
      of incorporation or organization)</TD>
    <TD align=middle width="52%">&nbsp;30-0155348<BR>(I.R.S. Employer
      Identification No.)</TD></TR></TABLE></CENTER>
<P></P>
<P>
<CENTER>209 State Street, Presque Isle, Maine 04769<BR>(Address of principal
executive office, including zip code)</CENTER>
<P></P>
<P>
<CENTER>------------------</CENTER>
<P></P>
<P>
<CENTER>Maine &amp; Maritimes Corporation<BR>Stock Plan for Outside
Directors<BR>(Full title of the plan)</CENTER>
<P></P>
<P>
<CENTER>Larry E. LaPlante<BR>Clerk<BR>Maine &amp; Maritimes Corporation<BR>209
State Street<BR>Presque Isle, Maine<BR>(207) 768-5811<BR>(Name, address, and
telephone number, including area code, of agent for service)</CENTER>
<P></P>
<P>
<CENTER>Copies to:<BR>Scott L. Sells, Esq.<BR>General Counsel<BR>Michael B.
Peisner, Esq.<BR>Curtis Thaxter Stevens Broder &amp; Micoleau LLC<BR>One Canal
Plaza<BR>Portland, Maine 04101<BR>(207) 774-9000</CENTER>
<P></P>
<P>
<CENTER>------------------</CENTER>
<P></P>
<P>Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), Maine &amp; Maritimes Corporation, a Maine corporation, as
successor issuer to Maine Public Service Company, a Maine corporation, hereby
adopts this registration statement, as amended, for all purposes under the
Securities Act and Securities Exchange Act of 1934, as amended.</P><BR>
<P>
<CENTER>CALCULATION OF REGISTRATION FEE</CENTER>
<P></P>
<P>
<TABLE cellSpacing=2 cellPadding=0 width=771 border=0>
   <TR>
    <TD align=middle width="17%">Title of securities<BR>to be registered</TD>
    <TD align=middle width="13%">&nbsp;Amount to be registered</TD>
    <TD align=middle width="25%">Proposed maximum offering price per share
*</TD>
    <TD align=middle width="23%">Proposed maximum aggregate offering price
*</TD>
    <TD align=middle width="22%">Amount of registration fee</TD></TR>
  <TR>
    <TD align=middle width="17%">&nbsp;Common Stock, $7.00 Par Value</TD>
    <TD align=middle width="13%">&nbsp;20,000</TD>
    <TD align=middle width="25%">&nbsp;$32.28</TD>
    <TD align=middle width="23%">&nbsp;$645,600</TD>
    <TD align=middle width="22%">&nbsp;$52.29</TD></TR></TABLE></P>
<BLOCKQUOTE>
  <P>*Estimated solely for purposes of calculating the registration fee in
  accordance with Rule 457(h). Reflects the average of the high and low prices
  reported for July 28, 2003.</P></BLOCKQUOTE>
<P>Effective June 30, 2003, pursuant to the Agreement and Plan of Merger among
Maine Public Service Company ("MPS"), MPS Merger Co. and Maine &amp; Maritimes
Corporation ("Maine &amp; Maritimes" or "Registrant"), the outstanding shares of
Common Stock, $7.00 par value, of MPS ("MPS Common Stock") were exchanged
automatically on a share-for-share basis for shares of Common Stock, $7.00 par
value, of Maine &amp; Maritimes ("Maine &amp; Maritimes Common Stock"), and MPS
became a subsidiary of Maine &amp; Maritimes.</P>
<P>Accordingly, all stock offered under the Maine Public Service Company Stock
Plan for Outside Directors will be shares of Maine &amp; Maritimes Common Stock,
rather than shares of MPS Common Stock.</P>
<P>Maine &amp; Maritimes expressly adopts MPS's Registration Statement No.
333-32026 on Form S-8, as filed with the Securities and Exchange Commission on
March 3, 2000 as Maine &amp; Maritimes' own registration statement for all
purposes of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended.</P>
<P>
<CENTER>&nbsp;</CENTER>
<P></P>
<P>
<CENTER>PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</CENTER>
<P></P>
<P>Item 3. Incorporation of Documents by Reference.</P>
<P>The documents listed in (a) through (c) below are hereby incorporated by
reference in this Registration Statement. All documents filed by MPS or Maine
&amp; Maritimes pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
filing of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder 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 the filing of such
documents.</P>
<P>(a) The Annual Report on Form 10-K of MPS for the fiscal year ended December
31, 2002, filed with the Commission on March 28, 2003, and the amendment thereto
filed on April 18, 2003;</P>
<P>(b) Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003;.</P>
<P>(c) All other reports filed by MPS or the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2003; and</P>
<P>(d) The description of the Maine &amp; Maritimes Common Stock, $7.00 par
value, contained in Maine &amp; Maritimes' registration statement on Form S-4,
as amended, which was declared effective on April 18, 2003 (File No.
333-103749).</P>
<P>Item 4. Description of Securities.</P>
<P>Not applicable.</P>
<P>Item 5. Interests of Named Experts and Counsel.</P>
<P>Not applicable.</P>
<P>Item 6. Indemnification of Directors and Officers.</P>
<P>Section 202 of the new Maine Business Corporation Act, effective July 1, 2003
deems that the following is included in the articles of incorporation of all
Maine corporations existing on such date, including Maine &amp; Maritimes:</P>
<P>"D. A provision eliminating or limiting the liability of a director to the
corporation or its shareholders for money damages for an action taken or a
failure to take an action as a director, except liability for:</P>
<BLOCKQUOTE>
  <P>(1) The amount of a financial benefit received by a director to which the
  director is not entitled; <BR>(2) An intentional infliction of harm on the
  corporation or its shareholders; <BR>(3) A violation of section 833; or
  <BR>(4) An intentional violation of criminal law;"</P></BLOCKQUOTE>
<P>Section 833 of the new Maine act makes directors personally liable for
unlawful or excessive distributions authorized by them.</P>
<P>Section 14 of Article III of Maine &amp; Maritimes' by-laws requires Maine
&amp; Maritimes to indemnify any director or officer who is or was a party to a
proceeding, including a proceeding by or in the right of Maine &amp; Maritimes,
by reason of the fact that he or she is or was a director or officer or is or
was serving at the request of Maine &amp; Maritimes as a director, officer,
employee or agent of another entity. Under Maine &amp; Maritimes' by-laws, a
director or officer of Maine &amp; Maritimes will be entitled to be indemnified
against all liabilities and expenses incurred by the director or officer in the
proceeding, except those liabilities and expenses as are incurred because of his
or her willful misconduct or knowing violation of the criminal law. Unless a
determination has been made that indemnification is not permissible, a director
or officer also will be entitled to have Maine &amp; Maritimes make advances and
reimbursement for expenses prior to final disposition of the proceeding to the
maximum extent permitted by law, under which the board may require a written
undertaking from the director or officer to repay the amounts advanced or
reimbursed if it is ultimately determined that he or she is not entitled to
indemnification. The board of directors of Maine &amp; Maritimes also will have
the authority to extend to any person who is an employee or agent of Maine &amp;
Maritimes, or who is or was serving at the request of Maine &amp; Maritimes as a
director, officer, employee or agent of another entity, the same indemnification
rights held by directors and officers, subject to all of the accompanying
conditions and obligations. Maine &amp; Maritimes is also permitted to buy
insurance on behalf of officers, directors, employees and agents against any
liability, whether or not Maine &amp; Maritimes would have the power to
indemnify against such liability.</P>
<P>Maine &amp; Maritimes has in effect liability insurance protecting its
directors and officers against liability by reason of their being or having been
directors or officers, as permitted by the By-Laws of Maine &amp; Maritimes.</P>
<P>Item 7. Exemption from Registration Claimed.</P>
<P>Not applicable.</P>
<P>Item 8. Exhibits.</P>
<P>See Exhibit Index.</P>
<P>Item 9. Undertakings.</P>
<P>(a) The undersigned Registrant hereby undertakes:</P>
<BLOCKQUOTE>
  <P>(1) to file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:</P>
  <BLOCKQUOTE>
    <P>(i) to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;</P>
    <P>(ii) to reflect in the prospectus any facts or events arising after the
    effective date of this 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 this
    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; and</P>
    <P>(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 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
    Registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in the Registration
    Statement;</P></BLOCKQUOTE>
  <P>(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 herein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.</P>
  <P>(3) To remove from registration by means of a post-effective amendment any
  of the securities being registered hereby which remain unsold at the
  termination of the offering.</P>
  <P></P></BLOCKQUOTE>
<P>(b) The undersigned registrant hereby undertakes that, for the purpose 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.</P>
<P>(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.</P>
<P>
<CENTER>&nbsp;</CENTER>
<P></P>
<P>
<CENTER>II-4</CENTER>
<P></P>
<P>SIGNATURES</P>
<P>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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Presque Isle, Maine, on
the 30 day of July, 2003.</P>
<P>
<CENTER>MAINE &amp; MARITIMES CORPORATION<BR>By: /s/ KURT A. TORNQUIST<BR>KURT
A. TORNQUIST, Senior Vice President,Treasurer<BR>and Chief Financial Officer
(Principal Financial Officer)</CENTER>
<P></P><BR>
<P>
<CENTER>POWER OF ATTORNEY</CENTER>
<P></P>
<P>KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kurt A. Tornquist, Larry E. LaPlante and Michael
A.Thibodeau, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, including any filings under Rule 462 promulgated under
the Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.</P>
<P>
<TABLE height=880 cellSpacing=2 cellPadding=0 width=914 border=0>

  <TR>
    <TD align=middle width="33%" height=23>&nbsp;Signature</TD>
    <TD align=middle width="33%" height=23>&nbsp;Title</TD>
    <TD vAlign=top align=middle width="34%" height=23>&nbsp;Date</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=99>&nbsp;/s/ G. MELVIN HOVEY
      ___________________________________<BR>G. MELVIN HOVEY</TD>
    <TD vAlign=top width="33%" height=99>&nbsp;Chairman of the Board and
      Director</TD>
    <TD vAlign=top align=middle width="34%" height=99>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=80>&nbsp;/s/ J. NICHOLAS BAYNE
      <BR>___________________________________ <BR>J. NICHOLAS BAYNE</TD>
    <TD vAlign=top width="33%" height=80>&nbsp;President and Chief Executive
      Officer and Director (Principal Executive Officer)</TD>
    <TD vAlign=top align=middle width="34%" height=80>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=80>&nbsp;/s/ LARRY E. LAPLANTE
      <BR>____________________________________ LARRY E. LAPLANTE</TD>
    <TD vAlign=top width="33%" height=80>&nbsp;Vice President , Controller,
      Clerk, Chief Accounting Officer, Asst. Secretary, Asst. Treasurer,
      (Principal Accounting Officer)</TD>
    <TD vAlign=top align=middle width="34%" height=80>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=79>&nbsp;/s/ DAVID N. FELCH
      <BR>___________________________________ DAVID N. FELCH</TD>
    <TD vAlign=top width="33%" height=79>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=79>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=71>&nbsp;/s/ ROBERT E. ANDERSON
      <BR>___________________________________ ROBERT E. ANDERSON</TD>
    <TD vAlign=top width="33%" height=71>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=71>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=63>&nbsp;/s/ NATHAN L. GRASS
      <BR>___________________________________ NATHAN L. GRASS</TD>
    <TD vAlign=top width="33%" height=63>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=63>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=70>&nbsp;/s/ D. JAMES DAIGLE
      <BR>___________________________________ <BR>D. JAMES DAIGLE</TD>
    <TD vAlign=top width="33%" height=70>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=70>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=70>&nbsp;/s/ DEBORAH L. GALLANT
      <BR>___________________________________ DEBORAH L. GALLANT</TD>
    <TD vAlign=top width="33%" height=70>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=70>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=81>&nbsp;/s/ LANCE A. SMITH
      <BR>___________________________________ LANCE A. SMITH</TD>
    <TD vAlign=top width="33%" height=81>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=81>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=74>&nbsp;/s/ RICHARD G. DAIGLE
      <BR>___________________________________ RICHARD G. DAIGLE</TD>
    <TD vAlign=top width="33%" height=74>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=74>&nbsp;July 11,
2003</TD></TR>
  <TR>
    <TD vAlign=top width="33%" height=61>&nbsp;/s/ MICHAEL W. CARON
      <BR>___________________________________ MICHAEL W. CARON</TD>
    <TD vAlign=top width="33%" height=61>&nbsp;Director</TD>
    <TD vAlign=top align=middle width="34%" height=61>&nbsp;July 11,
  2003</TD></TR></TABLE></P>
<P>
<CENTER>&nbsp;</CENTER>
<P></P>
<P>
<CENTER>II-7</CENTER>
<P></P>
<P>INDEX TO EXHIBITS</P>
<P>Certain of the following exhibits are filed herewith. Certain other of the
following exhibits have heretofore been filed with the Commission and are
incorporated herein by reference. (* indicates filed herewith)</P>
<P>
<CENTER>
<TABLE cellSpacing=2 cellPadding=0 width=771 border=0>
    <TR>
    <TD align=middle width="9%">&nbsp;Exhibit No.</TD>
    <TD width="91%">&nbsp;Description</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;2.</TD>
    <TD width="91%">&nbsp;Form of Agreement and Plan of Merger (Incorporated
      by reference to Appendix A to Registrant's Pre-Effective Amendment No. 1
      to Proxy Statement and Prospectus on Form S-4 (File No. 333-103749))</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;3.1</TD>
    <TD width="91%">&nbsp;Form of Articles of Incorporation of Registrant
      (Incorporated by reference to Appendix B to Registrant's Pre-Effective
      Amendment No. 1 to Proxy Statement and Prospectus on Form S-4 (File No.
      333-103749))</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;3.2</TD>
    <TD width="91%">&nbsp;Form of By-Laws of Registrant (Incorporated by
      reference to Appendix C to Registrant's Pre- Effective Amendment No. 1 to
      Proxy Statement and Prospectus on Form S-4 (File No. 333-103749))</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;*4</TD>
    <TD width="91%">&nbsp;Stock Plan for Outside Directors</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;*5</TD>
    <TD width="91%">&nbsp;Opinion of Curtis Thaxter Stevens Broder &amp;
      Micoleau LLC, including the consent of such counsel</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;*23.</TD>
    <TD width="91%">&nbsp;Consent of PricewaterhouseCoopers LLP</TD></TR>
  <TR>
    <TD align=middle width="9%">&nbsp;*24</TD>
    <TD width="91%">&nbsp;Powers of Attorney (contained in the signature page
      to this Registration Statement)</TD></TR></TABLE></CENTER>
<P></P>
<P>
<CENTER>&nbsp;</CENTER>
<P></P>
<P>
<CENTER>&nbsp;</CENTER>
<P></P>
<P>
<CENTER>II-8</CENTER>
<P></P>
<CENTER>Exhibit 4</CENTER><BR>
<CENTER>THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933</CENTER><BR><BR>

<CENTER>MAINE &amp; MARITIMES CORPORATION<BR>209 State Street<BR>Presque Isle,
Maine 04769<BR>(207) 768-5811</CENTER><BR><BR>

<CENTER>STOCK PLAN FOR OUTSIDE DIRECTORS</CENTER><BR><BR>

<CENTER>PROSPECTUS</CENTER><BR><BR>The date of this Prospectus is July 30,
2003<BR><BR>MAINE &amp; MARITIMES CORPORATION<BR>STOCK PLAN FOR OUTSIDE
DIRECTORS<BR><BR>
GENERAL<BR><BR>
Maine &amp; Maritimes Corporation (the "Company") has adopted a Stock Plan for Outside Directors ("the Plan"). Under the Plan, the Company issues common stock, par value $7.00 per share ("Common
Stock") to its non-employee directors ("Directors" or "Outside Directors"). The purpose of the Plan is to align more closely the interests of Outside Directors with the interests of the Company's shareholders and to encourage Outside Directors to purchase and hold Common Stock of the Company. This Prospectus relates to Common Stock offered under the Plan.<BR><BR>

The Plan is administered by the Board of Directors (the "Board"). The Board has the power to interpret
the Plan and to establish rules and regulations for its administration in accordance with the terms of the Plan. The Board may, in its discretion, delegate any ministerial act in connection with the administration of the Plan to any member of the Board or to any employee of the Company.<BR><BR>

The Plan is not qualified under Section 401 (a) of the Internal Revenue Code of 1986, as
amended, and is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974, as amended.<BR><BR>

Statements contained in this Prospectus, or any future appendices hereto, as to the provisions of the Plan are intended to be summaries only, and in each case are qualified by reference
to the Plan. Copies of the Plan are on file at the principal executive office of
the Company and are available there for examination by any Director. The Company
recommends that Outside Directors retain this Prospectus, and future appendices
hereto, for future reference.<BR><BR>

The Company's principal executive office is
located at 209 State Street, Presque Isle, Maine 04769, and its telephone number
is (207) 768-5811.<BR><BR><BR>

DESCRIPTION OF PLAN<BR><BR>Term of Plan<BR><BR>
The Plan continues until terminated by the Board.<BR><BR><BR>
Eligibility<BR><BR>
Each Outside Director participates in the Plan. Directors who are employed by the
Company or any subsidiary are ineligible to participate in the Plan during the
period of such employment.<BR><BR><BR>

Grants Under Plan<BR><BR>
The Plan provides for quarterly grants of stock, as of the last day of each calendar quarter. As
of any grant date, (and except as provided below), each Outside Director is
entitled to shares of Common Stock having a value of $600 (including case in
lieu of fractional shares). The per share value of the shares is determined as
of the close of business on the grant date and is deemed equal to the latest
available closing price of the Common Stock on or before the grant date. A
Director will receive the Shares from the Company, without any payment by him or
her of any portion of the purchase price, as part of his or her compensation for
service on the Board. Shares are deemed earned and fully vested upon
receipt.<BR><BR>
A person who became an Outside Director after the first business
day of the relevant quarter, or whose service as an Outside Director terminated
(due to retirement, resignation, removal, employment by the Company, or
otherwise) before the last business day of the quarter, will receive a reduced
number of Shares, based on the number of calendar days in office as an Outside
Director divided by the total number of calendar days in the quarter.<BR><BR>
The
Company will issue certificates for the granted shares to each relevant Director
within 30 days after the grant date.<BR><BR><BR>
Transferability; Preclearance
Policy<BR><BR>
The provisions of the Plan do not themselves impose any
restrictions on the resale of Common Stock received by a Director pursuant to
the Plan. Moreover, the Company has filed a registration statement with the
Securities and Exchange Commission for the purpose of permitting unrestricted
sales of shares acquired under the Plan. Were this registration statement to be
terminated, resale of shares acquired under the Plan may be subject to
significant restrictions on transfer under applicable securities laws.
Applicable state securities laws may impose additional restrictions on the sale
or other transfer of Common Stock. Certificates for such Shares may bear an
appropriate legend noting transfer restrictions, if any, under applicable
securities laws.<BR><BR>
Each Director of the Company is subject to "short-swing trading" restrictions under the Securities Exchange Act of 1934. These provisions, essentially, restrict his or her ability within any given six-month period to both buy and sell Company securities. Under current rules, the receipt
of Shares is exempt from the six-month matching provisions, but resale of the Shares is generally not exempt. Also, all grants of Shares need to be reported by the Director to the Securities and Exchange Commission, on Form 4. Directors are also subject to other requirements under federal securities laws that may affect the ability to resell Shares, such as prohibitions against insider trading or requirements to file a Form 144 with the Commission.<BR><BR>
As with other Company stock owned directly or indirectly by a Director (or family
members residing in his or her home), transfer of these shares requires
compliance with preclearance policies of the Company.<BR><BR><BR>
Amendment and Termination of Plan<BR><BR>
The Board, without approval of the shareholders, may
amend the Plan from time to time in such respects as the Board may deem
advisable. Amendment or termination of the Plan by the Board will not adversely
affect the rights of any Director regarding any previously granted
Shares.<BR><BR><BR>
Federal Income Tax Consequences<BR><BR>
A Director will be
subject to income tax at the time of each grant of Shares. The amount subject to
tax will be treated as ordinary income and will be subject to withholding
requirements. The Company may, without limitation, offset other cash payments to
the Director in order to satisfy the withholding
requirements.<BR><BR><BR>Information About the Company<BR><BR>
The Company is
subject to the informational requirements of the Securities Exchange Act of
1934, and in accordance therewith files annual and quarterly reports, proxy
statements and other information and reports with the Securities and Exchange
Commission. These filed documents are incorporated by reference into this
Prospectus. The Company will furnish copies of any of such documents, without
charge, to Directors upon written or oral request. Any such request should be
directed to the Company as provided in the Appendix hereto.<BR><BR>Further
information supplementing this Prospectus may be provided to Directors from time
to time by means of appendices to the Prospectus.<BR><BR><BR>
Maine &amp; Maritimes Corporation<BR>209 State Street<BR>
Presque Isle, ME
04769<BR><BR><BR><BR>
APPENDIX 1<BR><BR>This Appendix is part of the Prospectus
dated July 30, 2003 (the "Prospectus") relating to the Stock Plan for Outside
Directors of Maine &amp; Maritimes Corporation (the "Company"). Except as
otherwise defined herein, capitalized terms used in this Appendix have the same
meanings as in the Prospectus.<BR><BR>From time to time, the Company may update
the information contained in the Prospectus by distributing additional
appendices thereto.<BR><BR><BR>
Administration<BR><BR>
The Plan is administered by
the Board of Directors.<BR><BR><BR>Authorized Shares of Common Stock<BR><BR>The
Plan does not contain any limit on the number of Shares authorized for issuance.
A total of 20,000 Shares have been registered with the Securities and Exchange
Commission on Form S-8 for issuance under the Plan.<BR><BR><BR>
Further
Information<BR><BR>The Company will provide any Outside Director, upon written
or oral request and without charge, a copy of its Annual Report to Shareholders
for its last fiscal year and a copy (without exhibits, other than exhibits that
the Prospectus specifically incorporates by reference) of any or all documents
that the Prospectus incorporates by reference. Requests for such copies should
be directed to Kurt A. Tornquist, Senior Vice President, Treasurer and Chief
Financial Officer. Mr. Tornquist's address is Maine Public Service Company, 209
State Street, Presque Isle, Maine 04769. The telephone number is 207-768-5811.
Outside Directors needing further information about the Plan or their interests
under the Plan should similarly direct their requests to Mr.
Tornquist.<BR><BR><BR>
MAINE &amp; MARITIMES CORPORATION<BR>STOCK PLAN FOR
OUTSIDE DIRECTORS<BR><BR>1. PURPOSE. The purpose of this Plan is to align more
closely the interests of the non-employee directors ("Outside Directors") of
Maine &amp; Maritimes Corporation ("Company") with the interests of the
Company's shareholders. Under the Plan, each Outside Director is to receive a
quarterly grant of Company stock, as part of his or her director compensation
for the preceding quarter.<BR><BR>
2. DEFINITIONS. As used in this Plan, the
following capitalized words and phrases shall have meanings specified, unless
the context clearly indicates that a different meaning is intended:<BR><BR>
(a)
"Board" shall mean the Board of Directors of the Company.<BR><BR>(b) "Company"
shall mean Maine &amp; Maritimes Corporation.<BR><BR>(c) "Director" or "Outside
Director" shall mean a non-employee director of the Company.<BR><BR>(d) "Plan"
shall mean the Maine &amp; Maritimes Corporation Stock Plan for Outside
Directors.<BR><BR>(e) "Share" shall mean a share of Common Stock of the
Company.<BR><BR>(f) "Treasury Shares" shall mean shares of Common Stock that
have previously been issued and subsequently reacquired by the Company, but
which remain part of the authorized capital stock of the Company.<BR><BR>3.
QUARTERLY GRANT OF SHARES. As of the last day of March, June, September and
December of each year (each such date being a "grant date"), and without further
action by the Board or the shareholders, each Outside Director shall receive a
grant of Shares having a value of six hundred dollars ($600), as determined
below, rounded down to the nearest whole number of Shares, plus cash in lieu of
any fractional shares. Provided, however, that a person who became an Outside
Director after the first business day of the relevant quarter, or whose service
as an Outside Director terminated (due to retirement, resignation, removal,
employment by the Company, or otherwise) before the last business day of the
quarter, shall receive a reduced number of Shares, based on the number of
calendar days in office as an Outside Director divided by the total number of
calendar days in the quarter. The Company shall issue certificates for the
granted Shares to each relevant Director within 30 days after the grant
date.<BR><BR>4. DETERMINATION OF VALUE OF SHARES. For purposes of the Plan, the
per share value of the Shares shall be determined as of the close of business on
the grant date and shall be deemed equal to the closing price of the Common
Stock on that date, as last reported on the American Stock Exchange or such
other national securities exchange on which the Common Stock is then principally
listed or admitted to trading.<BR><BR>(If the Common Stock is not listed or
admitted to trading on any national securities exchange, the last quoted price
(or, if not so quoted, the average of the high bid and low asked prices) in the
over-the-counter market, as reported on Nasdaq or such other system then in use;
or, if no bids for the Common Stock are quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Stock as selected by the
Board.)<BR><BR>5. VESTING AND TRANSFER OF SHARES. Shares shall be deemed earned
and fully vested upon receipt. Certificates for Shares may bear an appropriate
legend noting transfer restrictions, if any, under applicable securities laws.
Transfer of the Shares may require compliance with preclearance policies of the
Company, or other applicable procedures regarding transfer.<BR><BR>6. USE OF
TREASURE SHARES. The Shares issued under the Plan shall consist of Treasury
Shares, if and to the extent available, and otherwise shall consist of stock
other than Treasure Shares.<BR><BR>7. TAX WITHHOLDINGS. The receipt of Shares
will constitute income to the Director under applicable income tax laws. The
Company may, without limitation, offset other cash payments to the Director in
order to satisfy applicable withholding requirements in respect of each grant of
Shares.<BR><BR>8. CONTINUED SERVICE AS A DIRECTOR. Neither the Plan nor any
grant of Shares shall limit or otherwise affect the right of the Board or the
shareholders to terminate the service of a Director.<BR><BR>9. INTERPRETATION,
AMENDMENT, AND TERMINATION. The Board shall have authority to interpret the
Plan, and all such interpretations shall be binding on the Company, the
Directors, and the shareholders. The Board shall have authority to amend the
Plan or terminate the Plan at any time. Except as the Board may otherwise
determine, the Plan shall terminate upon consummation of any merger in which the
Company is not the surviving corporation or upon consummation of a sale of all
assets of the Company.<BR><BR>10. GOVERNING LAW. The Plan shall be governed by
and construed in accordance with the laws of the State of Maine.<BR><BR>
<P>
<CENTER>&nbsp;</CENTER>
<P></P>
<P>
<CENTER>II-9</CENTER>
<P></P>
<P>
<CENTER>Exhibit 5</CENTER>
<P></P>
<P>
<CENTER>Portland, Maine<BR>July 25, 2003</CENTER>
<P></P>
<P>Maine &amp; Maritimes Corporation<BR>P.O. Box 789<BR>Presque Isle, ME
04769</P>
<P>RE: Stock Plan for Outside Directors<BR>Post-Effective Amendment No. 1 to
Registration Statement on Form S-8</P>
<P>Ladies and Gentlemen:</P>
<P>We refer to Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (the "Registration Statement") of Maine &amp; Maritimes Corporation, a
Maine corporation (the "Company"), relating to the registration of 20,000 shares
(the "Shares") of the Company's Common Stock, par value $7.00 per share,
proposed to be issued by the Company in connection with the Company's Stock Plan
for Outside Directors (the "Plan"). It is our understanding that the
Registration Statement is to be filed with the Securities and Exchange
Commission on or about July 25, 2003.</P>
<P>In rendering the opinions expressed below, we have examined and relied on the
following documents: (1) the Registration Statement; (2) the Plan; (3) the
Articles of Incorporation and By-laws of the Company; (4) the Agreement and Plan
of Merger among the Company, Maine Public Service Company and MPS Merger Co.;
and (5) the records of meetings and consents of the Board of Directors and
Shareholders of the Company provided to us by the Company.</P>
<P>In addition, we have examined and relied on the originals, or photostatic or
certified copies, of such records documents, instruments and certificates of the
Company and public officials, and we have made such investigations of law, as we
have deemed relevant as a basis for the opinions expressed below. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such copies. We have also assumed the
accuracy and completeness of statements of fact contained in such documents.</P>
<P>We are qualified to practice law in the State of Maine and do not purport to
be experts on, or to express any opinion herein concerning, any law other than
the laws of the State of Maine and the federal law of the United States.</P>
<P>Based upon and subject to the foregoing, we are of the opinion that:</P>
<P>1. The Company has the corporate power necessary for the issuance of the
Shares under the Plan, as contemplated by the Registration Statement.</P>
<P>2. The Shares have been duly authorized and, when issued against payment of
the agreed consideration therefore in accordance with the terms of the Plan,
will be validly issued, fully paid and non-assessable.</P>
<P>We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of those persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Securities
and Exchange Commission.</P>
<P>Very truly yours,</P>
<P>/s/ Curtis Thaxter Stevens Broder<BR>&amp; Micoleau LLC</P>
<P>CURTIS THAXTER STEVENS BRODER<BR>&amp; MICOLEAU LLC
<P>&nbsp;</P>
<P>
<CENTER>II-10</CENTER>
<P></P>
<P>
<CENTER>Exhibit 23</CENTER>
<P></P>
<P>CONSENT OF INDEPENDENT ACCOUNTANTS</P>
<P>We hereby consent to the incorporation by reference into Post- Effective
Amendment No. 1 to the Registration Statement of Maine &amp; Maritimes
Corporation on Form S 8 (Reg. No. 333-103749) of our report dated February 14,
2003 relating to the financial statements and financial statement schedule,
which appears in the Annual Report on Form 10K of Maine Public Service Company
for the year ended December 31, 2002.</P>
<P>/s/PricewaterhouseCoopers LLP</P>
<P>Boston, Massachusetts<BR>July 25, 2003</P></BODY></HTML>
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Untitled Document
As filed with the Securities and Exchange Commission on July 30, 2003.
Registration No. 333 -103749
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
MAINE & MARITIMES CORPORATION
(Exact name of registrant as specified in its charter)
Maine
(State or other jurisdiction
      of incorporation or organization)
30-0155348
(I.R.S. Employer
      Identification No.)
209 State Street, Presque Isle, Maine 04769
(Address of principal
executive office, including zip code)
------------------
Maine & Maritimes Corporation
Stock Plan for Outside
Directors
(Full title of the plan)
Larry E. LaPlante
Clerk
Maine & Maritimes Corporation
209
State Street
Presque Isle, Maine
(207) 768-5811
(Name, address, and
telephone number, including area code, of agent for service)
Copies to:
Scott L. Sells, Esq.
General Counsel
Michael B.
Peisner, Esq.
Curtis Thaxter Stevens Broder & Micoleau LLC
One Canal
Plaza
Portland, Maine 04101
(207) 774-9000
------------------
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Securities Act"), Maine & Maritimes Corporation, a Maine corporation, as
successor issuer to Maine Public Service Company, a Maine corporation, hereby
adopts this registration statement, as amended, for all purposes under the
Securities Act and Securities Exchange Act of 1934, as amended.
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be registered
Proposed maximum offering price per share
*
Proposed maximum aggregate offering price
*
Amount of registration fee
Common Stock, $7.00 Par Value
20,000
$32.28
$645,600
$52.29
*Estimated solely for purposes of calculating the registration fee in
  accordance with Rule 457(h). Reflects the average of the high and low prices
  reported for July 28, 2003.
Effective June 30, 2003, pursuant to the Agreement and Plan of Merger among
Maine Public Service Company ("MPS"), MPS Merger Co. and Maine & Maritimes
Corporation ("Maine & Maritimes" or "Registrant"), the outstanding shares of
Common Stock, $7.00 par value, of MPS ("MPS Common Stock") were exchanged
automatically on a share-for-share basis for shares of Common Stock, $7.00 par
value, of Maine & Maritimes ("Maine & Maritimes Common Stock"), and MPS
became a subsidiary of Maine & Maritimes.
Accordingly, all stock offered under the Maine Public Service Company Stock
Plan for Outside Directors will be shares of Maine & Maritimes Common Stock,
rather than shares of MPS Common Stock.
Maine & Maritimes expressly adopts MPS's Registration Statement No.
333-32026 on Form S-8, as filed with the Securities and Exchange Commission on
March 3, 2000 as Maine & Maritimes' own registration statement for all
purposes of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are hereby incorporated by
reference in this Registration Statement. All documents filed by MPS or Maine
& Maritimes pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
filing of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder 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 the filing of such
documents.
(a) The Annual Report on Form 10-K of MPS for the fiscal year ended December
31, 2002, filed with the Commission on March 28, 2003, and the amendment thereto
filed on April 18, 2003;
(b) Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003;.
(c) All other reports filed by MPS or the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2003; and
(d) The description of the Maine & Maritimes Common Stock, $7.00 par
value, contained in Maine & Maritimes' registration statement on Form S-4,
as amended, which was declared effective on April 18, 2003 (File No.
333-103749).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 202 of the new Maine Business Corporation Act, effective July 1, 2003
deems that the following is included in the articles of incorporation of all
Maine corporations existing on such date, including Maine & Maritimes:
"D. A provision eliminating or limiting the liability of a director to the
corporation or its shareholders for money damages for an action taken or a
failure to take an action as a director, except liability for:
(1) The amount of a financial benefit received by a director to which the
  director is not entitled;
(2) An intentional infliction of harm on the
  corporation or its shareholders;
(3) A violation of section 833; or
(4) An intentional violation of criminal law;"
Section 833 of the new Maine act makes directors personally liable for
unlawful or excessive distributions authorized by them.
Section 14 of Article III of Maine & Maritimes' by-laws requires Maine
& Maritimes to indemnify any director or officer who is or was a party to a
proceeding, including a proceeding by or in the right of Maine & Maritimes,
by reason of the fact that he or she is or was a director or officer or is or
was serving at the request of Maine & Maritimes as a director, officer,
employee or agent of another entity. Under Maine & Maritimes' by-laws, a
director or officer of Maine & Maritimes will be entitled to be indemnified
against all liabilities and expenses incurred by the director or officer in the
proceeding, except those liabilities and expenses as are incurred because of his
or her willful misconduct or knowing violation of the criminal law. Unless a
determination has been made that indemnification is not permissible, a director
or officer also will be entitled to have Maine & Maritimes make advances and
reimbursement for expenses prior to final disposition of the proceeding to the
maximum extent permitted by law, under which the board may require a written
undertaking from the director or officer to repay the amounts advanced or
reimbursed if it is ultimately determined that he or she is not entitled to
indemnification. The board of directors of Maine & Maritimes also will have
the authority to extend to any person who is an employee or agent of Maine &
Maritimes, or who is or was serving at the request of Maine & Maritimes as a
director, officer, employee or agent of another entity, the same indemnification
rights held by directors and officers, subject to all of the accompanying
conditions and obligations. Maine & Maritimes is also permitted to buy
insurance on behalf of officers, directors, employees and agents against any
liability, whether or not Maine & Maritimes would have the power to
indemnify against such liability.
Maine & Maritimes has in effect liability insurance protecting its
directors and officers against liability by reason of their being or having been
directors or officers, as permitted by the By-Laws of Maine & Maritimes.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) 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 this 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 this
    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; and
(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 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
    Registrant pursuant to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 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 herein, 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 hereby which remain unsold at the
  termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Presque Isle, Maine, on
the 30 day of July, 2003.
MAINE & MARITIMES CORPORATION
By: /s/ KURT A. TORNQUIST
KURT
A. TORNQUIST, Senior Vice President,Treasurer
and Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kurt A. Tornquist, Larry E. LaPlante and Michael
A.Thibodeau, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, including any filings under Rule 462 promulgated under
the Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ G. MELVIN HOVEY
      ___________________________________
G. MELVIN HOVEY
Chairman of the Board and
      Director
July 11,
2003
/s/ J. NICHOLAS BAYNE
___________________________________
J. NICHOLAS BAYNE
President and Chief Executive
      Officer and Director (Principal Executive Officer)
July 11,
2003
/s/ LARRY E. LAPLANTE
____________________________________ LARRY E. LAPLANTE
Vice President , Controller,
      Clerk, Chief Accounting Officer, Asst. Secretary, Asst. Treasurer,
      (Principal Accounting Officer)
July 11,
2003
/s/ DAVID N. FELCH
___________________________________ DAVID N. FELCH
Director
July 11,
2003
/s/ ROBERT E. ANDERSON
___________________________________ ROBERT E. ANDERSON
Director
July 11,
2003
/s/ NATHAN L. GRASS
___________________________________ NATHAN L. GRASS
Director
July 11,
2003
/s/ D. JAMES DAIGLE
___________________________________
D. JAMES DAIGLE
Director
July 11,
2003
/s/ DEBORAH L. GALLANT
___________________________________ DEBORAH L. GALLANT
Director
July 11,
2003
/s/ LANCE A. SMITH
___________________________________ LANCE A. SMITH
Director
July 11,
2003
/s/ RICHARD G. DAIGLE
___________________________________ RICHARD G. DAIGLE
Director
July 11,
2003
/s/ MICHAEL W. CARON
___________________________________ MICHAEL W. CARON
Director
July 11,
  2003
II-7
INDEX TO EXHIBITS
Certain of the following exhibits are filed herewith. Certain other of the
following exhibits have heretofore been filed with the Commission and are
incorporated herein by reference. (* indicates filed herewith)
Exhibit No.
Description
2.
Form of Agreement and Plan of Merger (Incorporated
      by reference to Appendix A to Registrant's Pre-Effective Amendment No. 1
      to Proxy Statement and Prospectus on Form S-4 (File No. 333-103749))
3.1
Form of Articles of Incorporation of Registrant
      (Incorporated by reference to Appendix B to Registrant's Pre-Effective
      Amendment No. 1 to Proxy Statement and Prospectus on Form S-4 (File No.
      333-103749))
3.2
Form of By-Laws of Registrant (Incorporated by
      reference to Appendix C to Registrant's Pre- Effective Amendment No. 1 to
      Proxy Statement and Prospectus on Form S-4 (File No. 333-103749))
*4
Stock Plan for Outside Directors
*5
Opinion of Curtis Thaxter Stevens Broder &
      Micoleau LLC, including the consent of such counsel
*23.
Consent of PricewaterhouseCoopers LLP
*24
Powers of Attorney (contained in the signature page
      to this Registration Statement)
II-8
Exhibit 4
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
MAINE & MARITIMES CORPORATION
209 State Street
Presque Isle,
Maine 04769
(207) 768-5811
STOCK PLAN FOR OUTSIDE DIRECTORS
PROSPECTUS
The date of this Prospectus is July 30,
2003
MAINE & MARITIMES CORPORATION
STOCK PLAN FOR OUTSIDE
DIRECTORS
GENERAL
Maine & Maritimes Corporation (the "Company") has adopted a Stock Plan for Outside Directors ("the Plan"). Under the Plan, the Company issues common stock, par value $7.00 per share ("Common
Stock") to its non-employee directors ("Directors" or "Outside Directors"). The purpose of the Plan is to align more closely the interests of Outside Directors with the interests of the Company's shareholders and to encourage Outside Directors to purchase and hold Common Stock of the Company. This Prospectus relates to Common Stock offered under the Plan.
The Plan is administered by the Board of Directors (the "Board"). The Board has the power to interpret
the Plan and to establish rules and regulations for its administration in accordance with the terms of the Plan. The Board may, in its discretion, delegate any ministerial act in connection with the administration of the Plan to any member of the Board or to any employee of the Company.
The Plan is not qualified under Section 401 (a) of the Internal Revenue Code of 1986, as
amended, and is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
Statements contained in this Prospectus, or any future appendices hereto, as to the provisions of the Plan are intended to be summaries only, and in each case are qualified by reference
to the Plan. Copies of the Plan are on file at the principal executive office of
the Company and are available there for examination by any Director. The Company
recommends that Outside Directors retain this Prospectus, and future appendices
hereto, for future reference.
The Company's principal executive office is
located at 209 State Street, Presque Isle, Maine 04769, and its telephone number
is (207) 768-5811.
DESCRIPTION OF PLAN
Term of Plan
The Plan continues until terminated by the Board.
Eligibility
Each Outside Director participates in the Plan. Directors who are employed by the
Company or any subsidiary are ineligible to participate in the Plan during the
period of such employment.
Grants Under Plan
The Plan provides for quarterly grants of stock, as of the last day of each calendar quarter. As
of any grant date, (and except as provided below), each Outside Director is
entitled to shares of Common Stock having a value of $600 (including case in
lieu of fractional shares). The per share value of the shares is determined as
of the close of business on the grant date and is deemed equal to the latest
available closing price of the Common Stock on or before the grant date. A
Director will receive the Shares from the Company, without any payment by him or
her of any portion of the purchase price, as part of his or her compensation for
service on the Board. Shares are deemed earned and fully vested upon
receipt.
A person who became an Outside Director after the first business
day of the relevant quarter, or whose service as an Outside Director terminated
(due to retirement, resignation, removal, employment by the Company, or
otherwise) before the last business day of the quarter, will receive a reduced
number of Shares, based on the number of calendar days in office as an Outside
Director divided by the total number of calendar days in the quarter.
The
Company will issue certificates for the granted shares to each relevant Director
within 30 days after the grant date.
Transferability; Preclearance
Policy
The provisions of the Plan do not themselves impose any
restrictions on the resale of Common Stock received by a Director pursuant to
the Plan. Moreover, the Company has filed a registration statement with the
Securities and Exchange Commission for the purpose of permitting unrestricted
sales of shares acquired under the Plan. Were this registration statement to be
terminated, resale of shares acquired under the Plan may be subject to
significant restrictions on transfer under applicable securities laws.
Applicable state securities laws may impose additional restrictions on the sale
or other transfer of Common Stock. Certificates for such Shares may bear an
appropriate legend noting transfer restrictions, if any, under applicable
securities laws.
Each Director of the Company is subject to "short-swing trading" restrictions under the Securities Exchange Act of 1934. These provisions, essentially, restrict his or her ability within any given six-month period to both buy and sell Company securities. Under current rules, the receipt
of Shares is exempt from the six-month matching provisions, but resale of the Shares is generally not exempt. Also, all grants of Shares need to be reported by the Director to the Securities and Exchange Commission, on Form 4. Directors are also subject to other requirements under federal securities laws that may affect the ability to resell Shares, such as prohibitions against insider trading or requirements to file a Form 144 with the Commission.
As with other Company stock owned directly or indirectly by a Director (or family
members residing in his or her home), transfer of these shares requires
compliance with preclearance policies of the Company.
Amendment and Termination of Plan
The Board, without approval of the shareholders, may
amend the Plan from time to time in such respects as the Board may deem
advisable. Amendment or termination of the Plan by the Board will not adversely
affect the rights of any Director regarding any previously granted
Shares.
Federal Income Tax Consequences
A Director will be
subject to income tax at the time of each grant of Shares. The amount subject to
tax will be treated as ordinary income and will be subject to withholding
requirements. The Company may, without limitation, offset other cash payments to
the Director in order to satisfy the withholding
requirements.
Information About the Company
The Company is
subject to the informational requirements of the Securities Exchange Act of
1934, and in accordance therewith files annual and quarterly reports, proxy
statements and other information and reports with the Securities and Exchange
Commission. These filed documents are incorporated by reference into this
Prospectus. The Company will furnish copies of any of such documents, without
charge, to Directors upon written or oral request. Any such request should be
directed to the Company as provided in the Appendix hereto.
Further
information supplementing this Prospectus may be provided to Directors from time
to time by means of appendices to the Prospectus.
Maine & Maritimes Corporation
209 State Street
Presque Isle, ME
04769
APPENDIX 1
This Appendix is part of the Prospectus
dated July 30, 2003 (the "Prospectus") relating to the Stock Plan for Outside
Directors of Maine & Maritimes Corporation (the "Company"). Except as
otherwise defined herein, capitalized terms used in this Appendix have the same
meanings as in the Prospectus.
From time to time, the Company may update
the information contained in the Prospectus by distributing additional
appendices thereto.
Administration
The Plan is administered by
the Board of Directors.
Authorized Shares of Common Stock
The
Plan does not contain any limit on the number of Shares authorized for issuance.
A total of 20,000 Shares have been registered with the Securities and Exchange
Commission on Form S-8 for issuance under the Plan.
Further
Information
The Company will provide any Outside Director, upon written
or oral request and without charge, a copy of its Annual Report to Shareholders
for its last fiscal year and a copy (without exhibits, other than exhibits that
the Prospectus specifically incorporates by reference) of any or all documents
that the Prospectus incorporates by reference. Requests for such copies should
be directed to Kurt A. Tornquist, Senior Vice President, Treasurer and Chief
Financial Officer. Mr. Tornquist's address is Maine Public Service Company, 209
State Street, Presque Isle, Maine 04769. The telephone number is 207-768-5811.
Outside Directors needing further information about the Plan or their interests
under the Plan should similarly direct their requests to Mr.
Tornquist.
MAINE & MARITIMES CORPORATION
STOCK PLAN FOR
OUTSIDE DIRECTORS
1. PURPOSE. The purpose of this Plan is to align more
closely the interests of the non-employee directors ("Outside Directors") of
Maine & Maritimes Corporation ("Company") with the interests of the
Company's shareholders. Under the Plan, each Outside Director is to receive a
quarterly grant of Company stock, as part of his or her director compensation
for the preceding quarter.
2. DEFINITIONS. As used in this Plan, the
following capitalized words and phrases shall have meanings specified, unless
the context clearly indicates that a different meaning is intended:
(a)
"Board" shall mean the Board of Directors of the Company.
(b) "Company"
shall mean Maine & Maritimes Corporation.
(c) "Director" or "Outside
Director" shall mean a non-employee director of the Company.
(d) "Plan"
shall mean the Maine & Maritimes Corporation Stock Plan for Outside
Directors.
(e) "Share" shall mean a share of Common Stock of the
Company.
(f) "Treasury Shares" shall mean shares of Common Stock that
have previously been issued and subsequently reacquired by the Company, but
which remain part of the authorized capital stock of the Company.
3.
QUARTERLY GRANT OF SHARES. As of the last day of March, June, September and
December of each year (each such date being a "grant date"), and without further
action by the Board or the shareholders, each Outside Director shall receive a
grant of Shares having a value of six hundred dollars ($600), as determined
below, rounded down to the nearest whole number of Shares, plus cash in lieu of
any fractional shares. Provided, however, that a person who became an Outside
Director after the first business day of the relevant quarter, or whose service
as an Outside Director terminated (due to retirement, resignation, removal,
employment by the Company, or otherwise) before the last business day of the
quarter, shall receive a reduced number of Shares, based on the number of
calendar days in office as an Outside Director divided by the total number of
calendar days in the quarter. The Company shall issue certificates for the
granted Shares to each relevant Director within 30 days after the grant
date.
4. DETERMINATION OF VALUE OF SHARES. For purposes of the Plan, the
per share value of the Shares shall be determined as of the close of business on
the grant date and shall be deemed equal to the closing price of the Common
Stock on that date, as last reported on the American Stock Exchange or such
other national securities exchange on which the Common Stock is then principally
listed or admitted to trading.
(If the Common Stock is not listed or
admitted to trading on any national securities exchange, the last quoted price
(or, if not so quoted, the average of the high bid and low asked prices) in the
over-the-counter market, as reported on Nasdaq or such other system then in use;
or, if no bids for the Common Stock are quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Stock as selected by the
Board.)
5. VESTING AND TRANSFER OF SHARES. Shares shall be deemed earned
and fully vested upon receipt. Certificates for Shares may bear an appropriate
legend noting transfer restrictions, if any, under applicable securities laws.
Transfer of the Shares may require compliance with preclearance policies of the
Company, or other applicable procedures regarding transfer.
6. USE OF
TREASURE SHARES. The Shares issued under the Plan shall consist of Treasury
Shares, if and to the extent available, and otherwise shall consist of stock
other than Treasure Shares.
7. TAX WITHHOLDINGS. The receipt of Shares
will constitute income to the Director under applicable income tax laws. The
Company may, without limitation, offset other cash payments to the Director in
order to satisfy applicable withholding requirements in respect of each grant of
Shares.
8. CONTINUED SERVICE AS A DIRECTOR. Neither the Plan nor any
grant of Shares shall limit or otherwise affect the right of the Board or the
shareholders to terminate the service of a Director.
9. INTERPRETATION,
AMENDMENT, AND TERMINATION. The Board shall have authority to interpret the
Plan, and all such interpretations shall be binding on the Company, the
Directors, and the shareholders. The Board shall have authority to amend the
Plan or terminate the Plan at any time. Except as the Board may otherwise
determine, the Plan shall terminate upon consummation of any merger in which the
Company is not the surviving corporation or upon consummation of a sale of all
assets of the Company.
10. GOVERNING LAW. The Plan shall be governed by
and construed in accordance with the laws of the State of Maine.
II-9
Exhibit 5
Portland, Maine
July 25, 2003
Maine & Maritimes Corporation
P.O. Box 789
Presque Isle, ME
04769
RE: Stock Plan for Outside Directors
Post-Effective Amendment No. 1 to
Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (the "Registration Statement") of Maine & Maritimes Corporation, a
Maine corporation (the "Company"), relating to the registration of 20,000 shares
(the "Shares") of the Company's Common Stock, par value $7.00 per share,
proposed to be issued by the Company in connection with the Company's Stock Plan
for Outside Directors (the "Plan"). It is our understanding that the
Registration Statement is to be filed with the Securities and Exchange
Commission on or about July 25, 2003.
In rendering the opinions expressed below, we have examined and relied on the
following documents: (1) the Registration Statement; (2) the Plan; (3) the
Articles of Incorporation and By-laws of the Company; (4) the Agreement and Plan
of Merger among the Company, Maine Public Service Company and MPS Merger Co.;
and (5) the records of meetings and consents of the Board of Directors and
Shareholders of the Company provided to us by the Company.
In addition, we have examined and relied on the originals, or photostatic or
certified copies, of such records documents, instruments and certificates of the
Company and public officials, and we have made such investigations of law, as we
have deemed relevant as a basis for the opinions expressed below. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such copies. We have also assumed the
accuracy and completeness of statements of fact contained in such documents.
We are qualified to practice law in the State of Maine and do not purport to
be experts on, or to express any opinion herein concerning, any law other than
the laws of the State of Maine and the federal law of the United States.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance of the
Shares under the Plan, as contemplated by the Registration Statement.
2. The Shares have been duly authorized and, when issued against payment of
the agreed consideration therefore in accordance with the terms of the Plan,
will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of those persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Securities
and Exchange Commission.
Very truly yours,
/s/ Curtis Thaxter Stevens Broder
& Micoleau LLC
CURTIS THAXTER STEVENS BRODER
& MICOLEAU LLC
II-10
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into Post- Effective
Amendment No. 1 to the Registration Statement of Maine & Maritimes
Corporation on Form S 8 (Reg. No. 333-103749) of our report dated February 14,
2003 relating to the financial statements and financial statement schedule,
which appears in the Annual Report on Form 10K of Maine Public Service Company
for the year ended December 31, 2002.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
July 25, 2003