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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): May 3, 2006
SOUTHWEST WATER
COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-8176 95-1840947
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification Number)
ONE WILSHIRE BUILDING
624 SOUTH GRAND AVENUE, SUITE 2900
LOS ANGELES, CALIFORNIA 90017-3782
(Address of Principal Executive Offices, including zip code)
(213) 929-1800
(Registrant's telephone number, including area code)
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))
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Item 1.01 Entry into a Material Definitive Agreement
(a) Employment Agreements. On April 28, 2006, Southwest Water Company (the
"Company") entered into Employment Agreements (the "Agreements" and each an
"Agreement") with each of Cheryl L. Clary, Chief Financial Officer of the
Company, and Michael O. Quinn, President, Utility Group.
The Agreement with Ms. Clary provides for a severance payment of 0.75 times
Ms. Clary's base salary and an additional cash payment of $25,000 should
the Company under certain circumstances terminate her employment before May
15, 2007.
The Agreement with Mr. Quinn provides for a severance payment of 1.5 times
Mr. Quinn's base salary and an additional cash payment of $25,000 should
the Company under certain circumstances terminate his employment before May
15, 2008.
Copies of the Agreements are attached to this Report as Exhibits 10.1 and
10.2.
(b) Change of Control Severance Agreements. On April 28, 2006, Southwest Water
Company (the "Company") entered into Change of Control Severance Agreements
(the "Severance Agreements" and each a "Severance Agreement") with each of
Cheryl L. Clary, Chief Financial Officer of the Company, and Michael O.
Quinn, President, Utility Group.
Each Severance Agreement provides that the executive will, upon a change of
control as defined in the Severance Agreement, be entitled for a period of
two (2) years thereafter, to a severance payment if executive's employment
is terminated by the Company for other than good cause. The severance
consists of 2.99 times the sum of the executive's most recent base salary
plus the average bonus for the prior three full years. The severance
benefits also include acceleration of vesting of previously granted stock
options held as of the date of the change of control. Total benefits may
not exceed the limits imposed by Section 280G of the Internal Revenue Code.
Copies of the Severance Agreements are attached to this Report as Exhibits
10.3 and 10.4.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Executive Employment Agreement dated April 28, 2006, between Cheryl L.
Clary and Southwest Water Company
10.2 Executive Employment Agreement dated April 28, 2006, between Michael O.
Quinn and Southwest Water Company
10.3 Change of Control Agreement dated April 28, 2006, between Cheryl L. Clary
and Southwest Water Company
10.4 Change of Control Agreement dated April 28, 2006, between Michael O. Quinn
and Southwest Water Company
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 hereto duly authorized.
SOUTHWEST WATER COMPANY
By: /s/ Shelley A. Farnham
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Its: Secretary
Dated: April 18, 2006 ----------------------