-----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, ABlieA2yzGJkh+qtJM6v4YIBWJgS7WtQp7quvRb/+CXaUweX6FyoOFhUR1T1+s1r +n+/eN5CyhD00IBHljMX7Q== 0001157523-08-004542.txt : 20080522 0001157523-08-004542.hdr.sgml : 20080522 20080522164602 ACCESSION NUMBER: 0001157523-08-004542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080520 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080522 DATE AS OF CHANGE: 20080522 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: 08855215 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 a5692863.txt SOUTHWEST WATER COMPANY 8-K 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): May 20, 2008 SouthWest Water Company (Exact Name of Registrant as Specified in its Charter) Delaware 000-8176 95-1840947 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization One Wilshire Building 624 South Grand Avenue, Suite 2900 Los Angeles, CA 90017-3782 (Address of principal executive offices) Registrant's telephone number, including area code (213) 929-1800 None (Former name or former 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 14-d(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year Amendments to the Restated Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated Bylaws (the "Bylaws") of SouthWest Water Company (the "Company") were approved by the Company's Board of Directors ("Board") on January 29, 2008 and by the Company's stockholders at the annual stockholder meeting on May 20, 2008. The amendments to the Certificate of Incorporation were effective upon filing of a Certificate of Amendment of the Restated Certificate of Incorporation (the "Amended Certificate") with the Delaware Secretary of State on May 20, 2008. The changes to the Certificate of Incorporation and the Bylaws declassify the Company's Board of Directors. The changes to the Bylaws were approved by way of Amendment No. 5 to the Amended and Restated Bylaws (the "Amended Bylaws") and became effective upon the effectiveness of the Amended Certificate. The Board of Directors declassification will phase in over the next three annual stockholder meetings (including the 2008 annual stockholder meeting), with the first full election of the entire Board of Directors in 2010. The Amended Certificate and the Amended Bylaws are attached hereto as Exhibits 3.1 and 3.2 respectively. The description of these documents and applicable changes does not purport to be complete and is qualified by reference to the full text of the attached Amended Certificate and Amended Bylaws. Item 9.01 Financial Statements and Exhibits Exhibit Number Exhibit - -------------- ------- 3.1 Certificate of Amendment to Restated Certificate of Incorporation of SouthWest Water Company. 3.2 Amendment No. 5 to the Amended and Restated Bylaws of SouthWest Water Company. 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 Date: May 23, 2008 By: /s/William K. Dix ----------------------------- Name: William K. Dix Its: Vice President General Counsel & Secretary EX-3.1 2 a5692863ex3-1.txt EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF SOUTHWEST WATER COMPANY Southwest Water Company, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. Article SIXTH, Paragraph B of the Corporation's Restated Certificate of Incorporation (the "Certificate of Incorporation") is hereby amended and restated in its entirety to read as follows: "B. The Board of Directors shall have the authorized number of Directors as provided in the Bylaws of this Corporation, as the Bylaws may be constituted from time to time. At the 2008 Annual Meeting of Stockholders, the successors of the Directors whose terms expire at that meeting shall be elected for a term expiring at the 2009 Annual Meeting of Stockholders. At the 2009 Annual Meeting of Stockholders, the successors of the Directors whose terms expire at that meeting shall be elected for a term expiring at the 2010 Annual Meeting of Stockholders. At the 2010 Annual Meeting of Stockholders, and at each Annual Meeting of Stockholders thereafter, the Directors shall be elected for terms expiring at the next Annual Meeting of Stockholders. Any vacancy in the office of a Director shall be filled by the vote of the majority of the remaining Directors, regardless of any quorum requirements set forth in the Bylaws of the corporation. Any Director appointed to fill a vacancy in the office of Director shall serve until the next Annual Meeting of Stockholders at which Directors of the class for which such Director shall have been chosen are to be elected, and until his or her successor is elected and qualified. Newly created Directorships shall be filled by the Board of Directors." 2. The foregoing amendment of the Certificate of Incorporation has been duly adopted by the Corporation's Board of Directors and stockholders in accordance with the provisions of Sections 242 and 222 of the General Corporation Law of the State of Delaware. 3. This amendment to the Corporation's Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, Southwest Water Company has caused this Certificate of Amendment to be signed by Mark A. Swatek, Chief Executive Officer, this 20th day of May, 2008. SOUTHWEST WATER COMPANY By: /s/ Mark A. Swatek ----------------------- Mark A. Swatek, Chief Executive Officer SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION EX-3.2 3 a5692863ex3-2.txt EXHIBIT 3.2 Exhibit 3.2 AMENDMENT NO. 5 TO AMENDED AND RESTATED BYLAWS OF SOUTHWEST WATER COMPANY The following sets forth the Fifth Amendment to the Amended and Restated Bylaws (the "Bylaws") of Southwest Water Company, a Delaware corporation, which amendment shall be effective as of May 20, 2008. 1. Section 1 of Article II of the Bylaws is hereby amended and restated in its 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). 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. -----END PRIVACY-ENHANCED MESSAGE-----