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) January 30, 2006
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SJW Corp.
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(Exact name of registrant as specified in its charter)
California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95113
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(Address of principal executive offices) (Zip Code)
(408) 279-7800
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Registrant's telephone number, including area code
Not Applicable
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(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 1.01 Entry into a Material Definitive Agreement
Equity Award
On January 30, 2006, the Executive Compensation Committee of
the Board of Directors of SJW Corp. (the "Company") issued W.
Richard Roth, President and Chief Executive Officer of the
Company, 7,000 restricted stock units under the Company's Long-
Term Incentive Plan. The number of shares does not reflect the
two-for-one stock split approved by the Board on January 31,
2006. Each restricted stock unit will entitle Mr. Roth to
receive one share of the Company's common stock when that unit
vests. The units will vest in four successive equal annual
installments over the four-year period of service measured from
the award date. The restricted stock units include dividend
equivalent rights under which the accumulated amounts will vest
and be paid out in cash as the shares underlying the units vest
and are issued. The restricted stock units will vest and the
underlying shares will be immediately issued upon certain changes
of control of the Company or upon Mr. Roth's termination of
employment under certain defined circumstances.
Director Compensation and Reimbursement Policies
On January 31, 2006, the Board of Directors of the Company
amended the Company Director Compensation Policies to include
reimbursement policies for director expenses. The amended
policies provide that all reasonable expenses incurred by a non-
employee director in connection with his or her attendance at a
SJW Corp., San Jose Water Company ("SJWC") or SJW Land Company
("Land Company") Board Meeting, Committee Meeting or other
meeting organized by the Company, SJWC or Land Company, will be
reimbursed, including the expense of traveling by non-commercial
aircraft if within 1,000 miles of company headquarters and
approved by the Chairman of the Board, and the expense of
traveling first class for any travel within the United States. A
copy of the Director Compensation and Reimbursement Policies is
attached hereto as Exhibit 10.1.
Annual Retainer Fee Deferral Election Program
On January 31, 2006, the Board of Directors of the Company
approved certain amendments to the Company's Annual Retainer Fee
Deferral Election Program (the "Program") which was established
under the Company's Long-Term Incentive Plan and which allows the
non-employee members of the Board of Directors of the Company,
San Jose Water Company, the Company's wholly-owned subsidiary
("SJWC"), and SJW Land Company, another wholly-owned subsidiary
of the Company, to defer either all or 50% of their annual
retainer fees. Pursuant to such amendments, each non-employee
Board member will also be entitled to defer 100% of his or her
fees for attending pre-scheduled Committee and Board meetings,
starting with the 2007 calendar year. The deferred amounts will
be converted into deferred restricted stock, as more fully set
forth in the Program. A copy of the Program is attached hereto as
Exhibit 10.2.
Item 2.02 Results of Operations and Financial Condition.
On February 1, 2006, the Company announced its financial
results for the fourth quarter ended December 31, 2005. A copy
of the press release announcing these financial results is
attached hereto as Exhibit 99.1 and incorporated into this Form
8-K by reference.
Item 7.01. Regulation FD Disclosure.
On February 1, 2005, the Company announced the increase of
its common stock dividend and a two-for-one stock split on SJW
Corp. common stock. A copy of the press release announcing the
stock split and dividend increase is attached hereto as Exhibit
99.1 and incorporated into this Form 8K by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
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10.1 Director Compensation and Reimbursement Policies.
10.2 Annual Retainer Fee Deferral Election Program, as
amended.
99.1 Press Release issued by SJW Corp., dated February 1,
2006, announcing two-for-one stock split, dividend
increase and 4th Quarter Financial Results.
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.
SJW Corp.
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January 31, 2006 /s/ Angela Yip
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Angela Yip, Chief Financial Officer
and Treasurer
Exhibit
Number Description of Document
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10.1 Director Compensation and Reimbursement Policies.
10.2 Annual Retainer Fee Deferral Election Program, as
amended.
99.1 Press Release issued by SJW Corp., dated February 1,
2006, announcing two-for-one stock split, dividend
increase and 4th Quarter Financial Results.