SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 31, 2001
---------------
Southwest Water Company
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-8176 95-1840947
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
225 North Barranca Avenue, Suite 200 West Covina, California 91791
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(626) 915-1551
--------------------------------------------------------------------------------
Registrant's telephone number, including area code
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 31, 2001, Southwest Water Company (the "Registrant") completed the
acquisition of 90% of Operations Technologies, Inc., or OpTech, a Georgia
corporation, for a combination of stock, promissory notes and cash. The stock
component consisted of 91,981 shares of the Registrant's common stock, while the
promissory note and cash components consisted of $3.0 million and 3.5 million
respectively. All of the shares of the Registrant's common stock received by
the former OpTech shareholders were "restricted securities" under the Securities
Act of 1933, as amended. The acquisition agreement provided that the Registrant
would register for resale the shares of common stock issued to the former OpTech
shareholders.
OpTech provides contract water and wastewater system management, operations
and maintenance services and public works services in the states of Georgia and
Mississippi. OpTech's services include facility and equipment maintenance and
repair, water and wastewater operations, street maintenance, public works
services such as maintaining ditches and repairing potholes, billing and
collection services. OpTech does not own any of the water systems, water
production facilities, water distribution systems, wastewater collection systems
or wastewater treatment facilities that it operates for its clients. OpTech's
contracts are all fixed fee operations and maintenance contracts. Areas served
by OpTech have an aggregate population of approximately 315,000 people.
A copy of the Agreement and Plan of Merger is attached hereto as Exhibit
99.1. On September 19, 2001, the Registrant issued a press release regarding
the acquisition of OpTech, which is included as Exhibit 99.2.
Item 7.(c) Exhibits
99.1 Agreement and Plan of Merger by and among Southwest Water Company, OPT
Acquisition Subsidiary, Inc., Operations Technologies, Inc., Operations
Technologies Shareholder Trust and Robert W. Monette, dated as of
August 31, 2001. (filed herewith)
99.2 Press Release dated September 19, 2001. (filed herewith)
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 hereunto duly authorized.
SOUTHWEST WATER COMPANY
Date: September 19, 2001 By: /s/ ANTON C. GARNIER
--------------------
Anton C. Garnier
President, Chief Executive Officer and
Director
EXHIBIT INDEX
Exhibits:
---------
99.1 Agreement and Plan of Merger by and among Southwest Water Company,
OPT Acquisition Subsidiary, Inc., Operations Technologies, Inc.,
Operations Technologies Shareholder Trust and Robert W. Monette,
dated as of August 31, 2001. (filed herewith)
99.2 Press Release dated September 19, 2001. (filed herewith)