-----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, IbwkGI9VPmLzKX2PM0RQ2LZw/O9CtV1CsNdqk2UEs/29ThgsbpuI+9tlIHphQdka 4N9C0PpWfM9WEKefAr/F4g== 0001157523-06-012161.txt : 20061215 0001157523-06-012161.hdr.sgml : 20061215 20061215090028 ACCESSION NUMBER: 0001157523-06-012161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061215 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST WATER CO CENTRAL INDEX KEY: 0000092472 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 951840947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 061278825 BUSINESS ADDRESS: STREET 1: ONE WILSHIRE BUILDING STREET 2: 624 SOUTH GRAND AVENUE, SUITE 2900 CITY: LOS ANGELES STATE: CA ZIP: 90017-3782 BUSINESS PHONE: 213 929 1800 MAIL ADDRESS: STREET 1: ONE WILSHIRE BUILDING STREET 2: 624 SOUTH GRAND AVENUE, SUITE 2900 CITY: LOS ANGELES STATE: CA ZIP: 90017-3782 FORMER COMPANY: FORMER CONFORMED NAME: SUBURBAN WATER SYSTEMS DATE OF NAME CHANGE: 19751202 8-K 1 a5295201.txt SOUTHWEST WATER COMPANY 8-K ================================================================================ 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)) ================================================================================ 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 ---------------------- Shelley A. Farnham VP of Human Resources and Corporate Secretary 2 EX-3.3 2 a5295201ex33.txt SOUTHWEST WATER COMPANY EXHIBIT 3.3 Exhibit 3 AMENDMENT NO. 4 TO AMENDED AND RESTATED BYLAWS OF SOUTHWEST WATER COMPANY The following sets forth the Fourth Amendment to the Amended and Restated Bylaws (the "Bylaws") of SOUTHWEST WATER COMPANY, a Delaware corporation, which amendment shall be effective as of December 11, 2006. 1. Section 8 of Article I of the Bylaws is hereby amended and restated in its entirety to read as follows: SECTION 8. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting. All matters, including the election of directors, shall be determined by a majority of votes cast. 2. Sections 1 and 2 of Article II of the Bylaws are hereby amended and restated in their entirety to read as follows: SECTION 1. Number and Term of Office. The number of directors shall be not less than seven nor more than nine, the exact number of directors to be fixed from time to time within such range by the Board of Directors acting pursuant to a resolution adopted by affirmative vote of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time of any such resolution). The Board of Directors shall be divided into three classes, designated as Class I, Class II, and Class III. The number of directors in each class shall be determined by the Board of Directors and shall consist of as nearly equal a number of directors as practicable. The term of the Class I directors initially shall expire at the first annual meeting of stockholders ensuring after the 1998 Annual Meeting of Stockholders; the term of Class II directors initially shall expire at the second Annual Meeting of Stockholders ensuing after the 1998 Annual Meeting of Stockholders; and the term of Class III directors initially shall expire at the third Annual Meeting of Stockholders ensuing after the 1998 Annual Meeting of Stockholders. In the case of each class, the directors shall serve until their respective successors are duly elected and qualified. At each Annual Meeting of Stockholders after the 1998 Annual Meeting of Stockholders, directors of the respective class whose term expires shall be elected, and the directors chosen to succeed those whose terms shall have expired shall be elected to hold office for a term to expire at the third ensuing Annual Meeting of Stockholders after their election, and until their respective successors are elected and qualified. Directors need not be stockholders. Except as provided for in Section 2 of this Article, each director shall be elected by a vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast with respect to the director at any such meeting. For purposes of this Section, a majority of the votes cast means that the number of shares voted "for" a director must exceed fifty percent of votes cast with respect to that director. If a director is not elected, the director shall offer to tender his or her resignation to the Board. 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 Board will act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within ninety (90) days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Committee's recommendation or the Board's decision. If, for any cause, the Board of Directors shall not have been elected at an annual meeting of stockholders, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws. SECTION 2. Vacancies. Vacancies and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority vote of the directors then in office, though less than a quorum, 2 or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant, and until his or her successor shall have been duly elected and qualified. A vacancy in the Board of the Directors shall be deemed to exist under this section if the stockholders fail any meeting of stockholders at which directors are to be elected to elect the number of directors then constituting the whole Board or in the case of death, resignation, retirement, disqualification, removal from office, or other cause. A resignation is effective at the pleasure of the Board of Directors unless the resignation specifies a particular effective date or an effective date determined upon the happening of an event or events. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his or her successor shall have been duly elected and qualified. 3 EX-99.1 3 a5295201ex991.txt SOUTHWEST WATER COMPANY EXHIBIT 99.1 Exhibit 99.1 Linda Griego Elected to Southwest Water Company Board of Directors LOS ANGELES--(BUSINESS WIRE)--Dec. 15, 2006--Southwest Water Company (Nasdaq:SWWC) today announced that its board of directors has elected Linda Griego as a director of the Company. Griego previously served as a board member from 2001 until earlier this year when she resigned for personal reasons. She fills the vacancy created by the resignation of Peter Moerbeek in May 2006. Griego, 58, is a prominent Los Angeles businesswoman with extensive experience in the public sector. She serves as President and CEO of Griego Enterprises, which includes Zapgo Entertainment Group, LLC, a television programming production company, and Engine Company No. 28, a restaurant that she founded in 1988. From July 1999 until January 2000, Griego served as interim President and Chief Executive Officer of the $430 million federally-funded Los Angeles Community Development Bank. In the early 1990's, Griego was deputy mayor of Los Angeles, with responsibilities that included oversight of the departments of Public Works, Building and Safety, Planning, and the Community Redevelopment Agency. Mark Swatek, Southwest Water chairman and chief executive officer, said, "Linda's experience in both the public and private sectors is of tremendous value to Southwest Water Company. Her insight into municipal politics, as well as her familiarity with public-private partnerships, will be especially helpful as we continue to grow our business." Southwest Water Company provides a broad range of operations, maintenance and management services, including water production, treatment and distribution; wastewater collection and treatment; customer service; and utility infrastructure construction management. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. Approximately two million people depend on Southwest Water for high-quality, reliable service. Additional information may be found on the company's website: www.swwc.com. CONTACT: Southwest Water Company DeLise Keim, Dir. Corp. Communications, 213-929-1846 www.swwc.com -----END PRIVACY-ENHANCED MESSAGE-----