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