-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2OZHeic+beY+CI0lj192hYNNHNka6B2Qcpev+iwye9iFmExSbMvijLKPJ8T5Yur EbTmSLTy1RpK5hYsqjEmvQ== 0001011438-05-000194.txt : 20050819 0001011438-05-000194.hdr.sgml : 20050819 20050818173113 ACCESSION NUMBER: 0001011438-05-000194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITH COMPANIES INC CENTRAL INDEX KEY: 0001080922 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 330203193 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26561 FILM NUMBER: 051036635 BUSINESS ADDRESS: STREET 1: 19 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-923-6000 MAIL ADDRESS: STREET 1: 19 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 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): August 18, 2005 THE KEITH COMPANIES, INC. (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 000-26561 33-0203193 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 19 TECHNOLOGY DRIVE IRVINE, CALIFORNIA 92618 (Address of Principal Executive Offices, Zip Code) (949) 923-6001 (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 (see General Instruction A.2. below): [x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [x] 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)) ================================================================================ ITEM 8.01 OTHER EVENTS. Reference is made to the press release of The Keith Companies, Inc. issued August 18, 2005, which is incorporated herein by reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by The Keith Companies on August 18, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. August 18, 2005 THE KEITH COMPANIES, INC. By: /s/ Gary C. Campanaro ---------------------------------------------- Name: Gary C. Campanaro Title: Chief Financial Officer and Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by The Keith Companies on August 18, 2005. EX-99 2 exhibit_99-1.txt THE KEITH COMPANIES/TKC NEWS RELEASE GRAPHIC OMITTED - ------------------- STANTEC Exhibit 99.1 FOR IMMEDIATE RELEASE SPECIAL MEETING OF THE KEITH COMPANIES INC. REGARDING PROPOSED MERGER OF THE KEITH COMPANIES INC. WITH STANTEC INC. SCHEDULED FOR SEPTEMBER 15, 2005 EDMONTON AB, IRVINE CA (August 18, 2005) STANTEC INC. (NYSE: SXC, TSX: STN) and THE KEITH COMPANIES INC. (NASDAQ: TKCI) today announced that the U.S. Securities and Exchange Commission has declared effective Stantec's registration statement on Form F-4 relating to the proposed merger of the two companies. The Keith Companies Inc. will hold a special meeting of its shareholders on September 15, 2005 on the proposed merger. Keith shareholders of record as of close of business on August 11, 2005 will be entitled to vote on the proposed merger. The special meeting of Keith shareholders will be held at Keith's Corporate offices at 19 Technology Drive, Irvine, California, 92618 at 9:00 a.m. Pacific time. STANTEC, FOUNDED IN 1954, PROVIDES PROFESSIONAL DESIGN AND CONSULTING SERVICES IN PLANNING, ENGINEERING, ARCHITECTURE, SURVEYING, AND PROJECT MANAGEMENT. STANTEC SUPPORT'S PUBLIC AND PRIVATE SECTOR CLIENTS IN A DIVERSE RANGE OF MARKETS, AT EVERY STAGE, FROM INITIAL CONCEPT AND FINANCIAL FEASIBILITY TO PROJECT COMPLETION AND BEYOND. STANTEC'S SERVICES ARE OFFERED THROUGH MORE THAN 4,500 EMPLOYEES OPERATING OUT OF OVER 50 LOCATIONS IN NORTH AMERICA AND THE CARIBBEAN. STANTEC TRADES ON THE TORONTO STOCK EXCHANGE UNDER THE SYMBOL STN AND ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL SXC. FOR MORE INFORMATION VISIT THE COMPANY'S WEBSITE AT WWW.STANTEC.COM THE KEITH COMPANIES, INC. IS A FULLY INTEGRATED, MULTI-DISCIPLINED ENGINEERING AND CONSULTING SERVICES COMPANY, WITH OFFICES LOCATED THROUGHOUT THE WESTERN AND MIDWESTERN UNITED STATES. THE KEITH COMPANIES' PROFESSIONALS PROVIDE A WIDE SPECTRUM OF SKILLED RESOURCES INCLUDING LAND PLANNING, ENGINEERING, SURVEYING, MAPPING, ENVIRONMENTAL STUDIES, AND WATER AND CULTURAL RESOURCES THAT ARE NEEDED TO EFFECTIVELY PLAN, ENGINEER, AND DESIGN STATE-OF-THE-ART PRIVATE AND PUBLIC FACILITIES. ADDITIONALLY, THE COMPANY PROVIDES MECHANICAL, ELECTRICAL, CHEMICAL, POWER/ENERGY ENGINEERING, AND OTHER INDUSTRIAL ENGINEERING SERVICES TO DESIGN AND IMPROVE THE EFFICIENCY AND RELIABILITY OF AUTOMATED AND MANUFACTURING PROCESSES, PRODUCTION LINES, AND FIRE PROTECTION SYSTEMS. THE KEITH COMPANIES BENEFITS FROM A DIVERSE PUBLIC AND PRIVATE CLIENT BASE VARYING FROM RESIDENTIAL AND COMMERCIAL REAL ESTATE PROJECTS TO INSTITUTIONAL, MANUFACTURING, AND PROCESSING FACILITIES. FOR MORE INFORMATION VISIT THE COMPANY'S WEBSITE AT WWW.KEITHCO.COM. STANTEC CONTACTS: KEITH CONTACTS: Media Contact Aram Keith Jay Averill TKC Chairman & CEO Tel: (780) 917-7441 Tel: (949) 923-6001 Investor Contact Financial Relations Board Simon Stelfox Tricia Ross Tel: (780) 917-7288 Tel: (617) 520-7064 -----END PRIVACY-ENHANCED MESSAGE-----