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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): December 15, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Linda Griego was elected a director of the Company by the Board of
Directors on December 11, 2006, to fill the vacancy created by the
resignation of Peter J. Moerbeek on May 16, 2006, for the unexpired
portion of his term. Mr. Moerbeek's resignation was reported in the
Company's current report on Form 8-K filed with the Commission on May
18, 2006. There was no arrangement or understanding pursuant to which
Ms. Griego was selected as a director. No transaction involving the
Company and Ms. Griego of a type required to be disclosed pursuant to
Item 404(a) of Regulation S-K exists.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
On December 11, 2006, the Company adopted Amendment No. 4 to its
Amended and Restated Bylaws to provide for the election of directors by
a majority of votes. The amendment changes the voting standard for the
election of directors in uncontested elections from a plurality of
votes cast to a majority of votes cast. In contested elections - where
the number of nominees exceeds the number of directors to be elected -
the voting standard will continue to be a plurality of votes cast. The
amendments also provide that if a director nominee who currently serves
as a director is not elected by a majority vote in an uncontested
election, the director shall offer to tender his or her resignation to
the Board of Directors. The Nominating and Governance Committee will
make a recommendation to the Board on whether to accept or reject the
resignation, or whether other action should be taken. The independent
members of the Board will act on the Committee's recommendation at its
next regularly scheduled Board meeting which will be held within 90
days from the date of the certification of the election results.
Amendment No. 4 to the Company's Bylaws is attached as Exhibit 3.3.
ITEM 8.01 OTHER EVENTS
On December 15, 2006 the Company issued a press release announcing the
appointment of Linda Griego as a director of the board
The information contained in the news release is incorporated herein by
reference and furnished as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are being furnished herewith:
3.3 Amendment No. 4 to the Company's Amended and Restated
Bylaws, effective December 11, 2006.
99.1 A press release noting the appointment of Linda Griego
as a director of the board.
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
Dated: December 15, 2006 By: /s/ Shelley A. Farnham
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Shelley A. Farnham
VP of Human Resources and Corporate
Secretary
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