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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): August 24, 2006
SOUTHWEST WATER
COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-8176 95-1840947
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) 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
(i) Change of Control Severance Agreement. On August 18, 2006, Southwest Water
Company, a Delaware corporation (the "Company") entered into a Change of
Control Severance Agreements (the "Severance Agreements" and each a
"Severance Agreement") with each of Stephen C. Held, President of the
Services Group, and Shelley A. Farnham, Vice President of Human Resources
of the Company.
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. For Mr. Held 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. For Ms.
Farnham the severance consists of 1.5 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Change of Control Agreement dated as of August 17, 2006 between
Southwest Water Company, a Delaware corporation (the "Company"),
and Stephen C. Held, President of the Services Group.
10.2 Change of Control Agreement dated as of August 17, 2006 between
Southwest Water Company, a Delaware corporation (the "Company"),
and Shelley A. Farnham, Vice President of Human Resources.
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
By: /s/ Shelley A. Farnham
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Shelley A. Farnham
Vice President of Human Resources
and Corporate Secretary
Dated: May 19, 2006
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