UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2006
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SJW Corp.
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(Exact name of registrant as specified in its charter)
California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95113
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(Address of principal executive offices) (Zip Code)
(408) 279-7800
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 27, 2006, the shareholders of SJW Corp. (the "Company")
approved an amendment to the Company's Long-Term Incentive Plan
(the "Plan"). Such amendment is attached as Appendix B to the
Proxy Statement filed by the Company with the Securities and
Exchange Commission on March 13, 2006.
The amendment provides the Executive Compensation Committee of
the Company's Board of Directors (the "ECC") with the authority
to award stock options, stock appreciation rights, deferred stock
rights, performance shares, dividend equivalent rights and stock
bonuses under the Plan to the non-employee Board members at such
times, for such number of shares and subject to such terms and
conditions as the ECC determines is reasonable and appropriate
under the circumstances. However, the ECC's discretion will at
all times be subject to the following new limitations imposed by
the amendment:
(i) The maximum number of shares of common stock for which
any non-employee Board member may be granted awards in a single
calendar year is limited to four thousand (4,000) shares, except
that such limit will increase to ten thousand (10,000) shares for
the calendar year in which a non-employee Board member is first
appointed or elected to the Board. Each of the foregoing share
limitations will be appropriately adjusted for stock dividends,
stock splits, recapitalizations and other similar transactions
affecting the Company's outstanding common stock. Such
limitations, however, will not apply to awards made in connection
with the non-employee Board member's election to convert all or a
portion of the cash fees payable for Board or Board committee
service or attendance at Board or Board committee meetings into
deferred or other shares of the Company's common stock at the
then current fair market value per share ("elective awards").
(ii) Each award authorized by the ECC (other than elective
awards) must be approved and ratified by a majority of the Board.
The amendment also provides the ECC with the discretion to
implement one or more automatic grant programs pursuant to which
the non-employee Board members would receive awards in such
amounts, at such times and subject to such terms as the ECC may
designate in advance. The ECC can also implement one or more
programs which provide the non-employee Board members with the
opportunity to elect to receive specific types of awards, either
on a current or deferred basis, in lieu of retainer or meeting
fees otherwise payable to them in cash for their service as Board
members and/or as members of one or more Board committees.
The amendment also made a series of technical revisions to the
plan document in order to reflect recent changes in certain
regulatory requirements governing the Plan.
Item 2.02 Results of Operations and Financial Condition.
On April 27, 2006, the Company announced its financial
results for the first quarter ended March 31, 2006. A copy of
the press release announcing these financial results is attached
hereto as Exhibit 99.1 and incorporated into this Form 8-K by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
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99.1 Press Release issued by SJW Corp., dated April 27,
2006, announcing the First Quarter Financial Results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
SJW Corp.
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May 1, 2006 /s/Angela Yip
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Angela Yip, Chief Financial Officer
and Treasurer
Exhibit
Number Description of Document
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99.1 Press Release issued by SJW Corp., dated April 27,
2006, announcing the First Quarter Financial Results.