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 12, 2005 KSW, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-27290 11-3191683 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission IRS Employer of Incorporation) File Number) Identification No.) 37-16 23rd Street, Long Island City, NY 11101 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Zip Code Registrant's telephone number, including area code (718) 361-6500 -------------- N.A. - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement On April 12, 2005, KSW, Inc. (the "Company") took the following actions with respect to the compensation of certain of the Company's executive officers (as defined in Item 402 (a) (3) of Regulation S-K): 1. Established annual base salary compensation, effective as of January 1, 2005, as follows: Richard W. Lucas, Chief Financial Officer, $125,000; and James F. Oliviero, General Counsel, $170,000. 2. Awarded and paid cash bonuses as follows: Richard W. Lucas, Chief Financial Officer, $20,000; and James F. Oliviero, General Counsel, $30,000. The Company has provided additional information regarding the compensation awarded to named executive officers in the Company's proxy statement for the 2005 annual meeting of stockholders. 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. KSW, Inc. (Registrant) Date April 12, 2005 /s/ Floyd Warkol ------------------------------ (Signature) Floyd Warkol Chief Executive Officer