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) September 12, 2007
AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
California 001-14431 95-4676679
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
630 East Foothill Blvd.
San Dimas, California 91773
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (909) 394-3600
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing requirement 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 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))
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The Company has entered into a Retention Agreement with Floyd Wicks, the
President and Chief Executive Officer of the Company and each of its
subsidiaries. Under the terms of the Retention Agreement, Mr. Wicks will
continue to serve as President and Chief Executive Officer of the Company
through December 31, 2008, unless the Retention Agreement is extended by mutual
agreement of the parties to December 31, 2009 or either party terminates the
Retention Agreement upon 90 days notice. The Board has also agreed to nominate
Mr. Wicks as a director during his tenure as President and Chief Executive
Officer of the Company, subject to the vote of the Company's shareholders and
compliance by Mr. Wicks with his fiduciary duties as a director.
Mr. Wicks will be entitled to a base salary at his current rate of $540,000
per year for the remainder of 2007. Mr. Wicks' total compensation thereafter
will depend upon an annual performance review, provided that the Company may not
reduce his annual base salary below $540,000. The Company has also agreed to
grant Mr. Wicks a minimum of $200,000 in fair value of equity incentives during
his remaining tenure as President and Chief Executive Officer for 2008, 50% of
which must be in the form of stock options and 50% of which must be in the form
of restricted stock units.
If Mr. Wicks' employment is terminated prior to December 31, 2008 for any
reason other than death, disability, good cause or a change in control or Mr.
Wicks voluntarily terminates his employment for a company breach, he will be
entitled to total cash compensation for the remainder of the term of the
Retention Agreement based upon the assumption that any annual bonus measured by
performance in the year of termination is achieved at the targeted level and
total compensation otherwise remains unchanged. If Mr. Wicks' employment is
terminated within 12 months following a change in control for any reason other
than death, disability or good cause or Mr. Wicks terminates his employment for
good reason following a change in control, he will also be entitled to (i) 2.99
times his annual total cash compensation in effect at the time of termination,
less the amount of any total cash compensation described above, (ii) COBRA
coverage; and (iii) a gross up payment for excise taxes payable under Section
4999 of the Internal Revenue Code as provided in the Retention Agreement in lieu
of his current change in control benefits.
The Company has agreed that, for the purposes of the Company's Pension
Restoration Plan, it will calculate Mr. Wicks' benefit based on 3% of
compensation (as defined in the Plan) per credited years of service commencing
January 13, 1988, up to a maximum limit of 60% of compensation, less a
percentage of primary social security benefits and amounts payable to Mr. Wicks
under the Company's defined benefit pension plan. Mr. Wicks will otherwise
generally continue to have the same benefits that he currently enjoys.
Mr. Wicks has agreed to serve as a consultant to the Company, in certain
circumstances, to assist it in its operations on an as-needed basis commencing
upon termination of employment until the end of the sixth full calendar month
after termination of employment at the rate of one-half of his monthly base
salary on the date of termination of employment, plus $250 per hour for each
hour in excess of 40 hours during any month.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1. Retention Agreement for Floyd Wicks
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.
AMERICAN STATES WATER COMPANY
Date: September 14, 2007 /s/ Robert J. Sprowls
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Robert J. Sprowls
Chief Financial Officer, Senior Vice
President Corporate Secretary and
Treasurer