-----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, FZ0WdaejZlVTqfU50rQYDLN+4dBEnHUNEO6Ni38Wrkcf45qTQnlShFUc97OI8cvy Nmecy/7671wg+oL5/5mPHQ== 0001157523-08-009437.txt : 20081119 0001157523-08-009437.hdr.sgml : 20081119 20081119164553 ACCESSION NUMBER: 0001157523-08-009437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081119 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081119 DATE AS OF CHANGE: 20081119 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: 081201469 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 a5836192.htm 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

November 19, 2008
Date of Report
(Date of earliest event reported)


SouthWest Water Company
(Exact name of registrant as specified in its charter)

Delaware

0-8176

95-1840947

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, CA 90017-3782
(Address, including zip code, of principal executive offices)

(213) 929-1800
(Registrant’s telephone number, including area code)



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:

  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 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 13, 2008, the Company received a Nasdaq Staff Deficiency Letter indicating that the Company failed to comply with Nasdaq Marketplace Rule 4310(c)(14), which requires the timely filing of all reports and other documents filed or required to be filed with the SEC. On November 10, 2008, the Company filed a Form 8-k announcing a delay in the filing of its Form 10-Q for the quarter ended September 30, 2008 pending the completion of a restatement of previously issued financial statements for errors discovered in the third quarter of 2008.

Nasdaq rules permit the Company 60 calendar days to submit a plan to regain compliance. Following a review of this plan, Nasdaq Staff can grant the Company an exception, up to 180 calendar days from the due date of the Periodic Report, or until May 11, 2009, to regain compliance. The Company intends to submit a plan to regain compliance in a timely fashion.


Item 8.01     Other Events

On November 19, 2008 a news release was issued announcing the Nasdaq letter as well as an extension the Company received from the syndicate of lenders for its credit facility with regard to reporting financial results for the 2008 third quarter. As a result of the extension, the Company continues to have full access to its $150 million credit facility for general corporate purposes.

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.

 
Exhibit

Number

Exhibit Description
99.1 Press Release date November 19, 2008 providing an update on corporate developments relating to the Company’s credit facility and Nasdaq listing.
1

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 thereunto duly authorized.


SOUTHWEST WATER COMPANY

(Registrant)

 
 
 

Date:

November 19, 2008

By:

/S/ CHERYL L. CLARY

Name:

Cheryl L. Clary

Title:

Chief Financial Officer

 
 

 

 

2

EX-99.1 2 a5836192_ex991.htm EXHIBIT 99.1

Exhibit 99.1

SouthWest Water Company Provides Update on Corporate Developments

Bank Syndicate Grants Extension for Reporting Financials: Company Receives Nasdaq Notice Letter

LOS ANGELES--(BUSINESS WIRE)--November 19, 2008--SouthWest Water Company (NASDAQ:SWWC), a leading provider of water, wastewater and public works services, today said that it has received an extension from the syndicate of lenders for its credit facility with regard to reporting financial results for the 2008 third quarter, and as a result, continues to have full access to the $150 million credit facility for general corporate purposes. On November 10, 2008, the company announced that it would delay the filing of its Form 10-Q for the quarter ended September 30, 2008 to review prior period financial statements after management discovered errors.

SouthWest Water also announced today that on November 13, 2008, it received a Nasdaq Staff Deficiency Letter informing the company that it is subject to delisting based upon the company’s failure to comply with Nasdaq Marketplace Rule 4310(c)(14), which requires the timely filing of all reports and other documents filed or required to be filed with the SEC. Nasdaq rules permit the company 60 calendar days to submit a plan to regain compliance. Following a review of this plan, Nasdaq Staff can grant the company an exception, up to 180 calendar days from the due date of the Periodic Report, or until May 11, 2009, to regain compliance. The company intends to submit a plan to regain compliance in a timely fashion.

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. More than two million people in 10 states depend on SouthWest Water for high-quality, reliable service. Additional information may be found on the company’s website: www.swwc.com.


This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including expectations relating to future revenues and income, the company’s ability to gain new business and control costs, involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause the results of the company to differ materially from those expressed or implied by such forward-looking statements. Actual results may differ materially from these expectations due to changes in regulatory, political, weather, economic, business, competitive, market, environmental and other factors. More detailed information about these factors is contained in the company’s filings with the Securities and Exchange Commission, including under the caption “Risk Factors” in the company’s 2007 Annual Report on Form 10-K. The company assumes no obligation to update these forward-looking statements to reflect any change in future events.

CONTACT:
SouthWest Water Company
DeLise Keim, VP Communications, 213-929-1846
www.swwc.com

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