-----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, MxXWM8Pek3C/BsGFg97DEeZdNcqLsGu8SyaQCvdOOeQcqkwcimBtFAWbR6MpguPm Xl7JYHmOESHYUCsDKJAw+w== 0001157523-09-003915.txt : 20090514 0001157523-09-003915.hdr.sgml : 20090514 20090514172357 ACCESSION NUMBER: 0001157523-09-003915 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090514 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: 20090514 DATE AS OF CHANGE: 20090514 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: 09827861 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 a5965722.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

Date of report (Date of earliest event reported): May 14, 2009

SouthWest Water Company
(Exact Name of Registrant as Specified in Its Charter)

Delaware

0-8176

95-1840947

(State 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 of principal executive offices)

(Zip Code)

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



(Former name, former address and former fiscal year, if changed since last report date)


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 May 12, 2009, the Company received a Nasdaq Staff Deficiency Letter indicating that its common stock is subject to potential delisting as of May 21, 2009. The Company is not in compliance with Nasdaq Marketplace Listing Rule 5250(c)(1) due to its failure to timely file its quarterly reports on Form 10-Q for the quarters ended September 30, 2008 and March 31, 2009 as well as its annual report on Form 10K for the year ended December 31, 2008. The delay in filing results is due to the previously announced restatement of prior period financials.

The Company intends to request a hearing before a Nasdaq Listing Qualifications Panel to review the Staff determination. In its determination letter, Nasdaq informed the Company that the hearing request will stay the delisting of the Company's common stock for an additional fifteen days, or until June 3, 2009. The Company, in its request for a hearing, will also request an additional stay until it is able to file all of its delinquent filings to regain compliance.

Item 8.01          Other Events

On May 14, 2009 a news release was issued announcing the receipt of a notice of potential delisting from Nasdaq.

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

(c)       Exhibits


Exhibit
No.

  Description
99.1 News release issued May 14, 2009


SIGNATURE

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

(Registrant)

 

 

 

By:

/s/ William K. Dix

Name:

William K. Dix

Title:

Vice President, General

Counsel and Corporate Secretary

 

Date:

May 14, 2009

EX-99.1 2 a5965722ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

SouthWest Water Company Receives Expected Notice of Potential Delisting from Nasdaq

LOS ANGELES--(BUSINESS WIRE)--May 14, 2009--SouthWest Water Company (NASDAQ:SWWC), a leading provider of water, wastewater and public works services, today said that as expected, it received a Nasdaq Staff Determination letter on May 12, 2009 indicating that the company's common stock is subject to potential delisting as of May 21, 2009. The company is not in compliance with Nasdaq Marketplace Listing Rule 5250(c)(1) due to its failure to timely file its quarterly reports on Form 10-Q for the quarters ended September 30, 2008 and March 31, 2009, as well as its annual report on Form 10K for the year ended December 31, 2008. The delay in filing results is due to the previously announced restatement of prior period financials.

SouthWest Water intends to request a hearing before a Nasdaq Listing Qualifications Panel to review the Staff determination. In its determination letter, Nasdaq informed the company that the hearing request will stay the delisting of the company's common stock for an additional fifteen days, or until June 3, 2009. The company, in its request for a hearing, will also request an additional stay until it is able to file all of its delinquent filings to regain compliance.

About SouthWest Water Company

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 a million people in 9 states depend on SouthWest Water for high-quality, reliable service. Additional information may be found on the company’s website: www.swwc.com.


Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including expectations relating to the anticipated timing of SEC filings, 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 unexpected developments discovered in the process of the expanded review of the financial statements and other factors. 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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