8-K 1 form_8-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): FEBRUARY 8, 2005 THE KEITH COMPANIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 000-26561 33-0203193 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 19 TECHNOLOGY DRIVE IRVINE, CALIFORNIA 92618 (Address of Principal Executive Offices, Including Zip Code) (949) 923-6001 (Registrant's Telephone Number, Including Area Code) ----------------------------------------------------------------------------- (Former Name or 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 14d-2(b) under the Exchange Act (17 CFR 14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ 1 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Pursuant to its charter, the Compensation Committee of the Board of Directors of The Keith Companies, Inc., which we refer to in this report as the Company, reviews and makes recommendations with respect to the compensation of the Company's executive officers and administers the equity incentive programs of the Company, including those in which executive officers are entitled to participate. As of the date of this report, the executive officers of the Company are the following individuals: Aram Keith, Chief Executive Officer Gary Campanaro, Chief Financial Officer and Secretary Eric Nielsen, President and Chief Operating Officer Tom Braun, President of Real Estate Services Dean Palumbo, President, Energy & Industrial Robert Ohlund, President, Public Works & Infrastructure On February 8, 2005, the Compensation Committee approved grants of restricted stock to certain of the executive officers of the Company under the Company's Amended and Restated 1994 Stock Incentive Plan. The number of restricted shares granted to each of the executive officers is set forth opposite his name in the table below. The restricted stock vests equally over three annual vesting dates, commencing on the first anniversary of the date of grant. The Company has a repurchase right with respect to certain shares in the event that the officer's service with the Company terminates for any reason. The forms of Stock Purchase Agreements pursuant to which the awards were granted are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference. The Company adopted a discretionary bonus plan for the benefit of its employees, including its executive officers. Pursuant to the plan, on February 8, 2005, the Compensation Committee exercised its discretion and established a bonus pool to make awards under the plan, including awards to executive officers. At that time, the Compensation Committee awarded bonuses to executive officers as reflected in the table below.
CASH BONUS EXECUTIVE OFFICER TITLE NO. OF RESTRICTED SHARES AMOUNT FOR 2004 ----------------- ----- ------------------------ --------------- Tom Braun Pres. of Real Estate 2,000 $75,000 Services Gary Campanaro CFO and Secretary 2,500 $75,000 Eric Nielsen President and COO 2,500 $75,000 Dean Palumbo Pres. Energy & 1,500 $60,000 Industrial
2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. EXHIBIT NO. DESCRIPTION 10.1 Form of Stock Purchase Agreement for CEO, CFO, COO and other select officers under the Amended and Restated 1994 Stock Incentive Plan. 10.2 Form of Stock Purchase Agreement for all employees other than CEO, CFO, COO and other select officers under the Amended and Restated 1994 Stock Incentive Plan. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. February 14, 2005 THE KEITH COMPANIES, INC. /s/ Gary C. Campanaro By: -------------------------------- Gary C. Campanaro Chief Financial Officer and Secretary 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 10.1 Form of Stock Purchase Agreement for CEO, CFO, COO and other select officers under the Amended and Restated 1994 Stock Incentive Plan. 10.2 Form of Stock Purchase Agreement for all employees other than CEO, CFO, COO and other select officers under the Amended and Restated 1994 Stock Incentive Plan. 5