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
March 29, 2007
(Date of earliest event reported)
CONSOLIDATED WATER CO. LTD.
(Exact Name of Registrant as Specified in Charter)
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| Cayman Islands, B.W.I.
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0-25248
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Not Applicable |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
The Regatta Office Park
Windward Three, 4th Floor
West Bay Road, P.O. Box 1114
Grand Cayman KY1-1102
Cayman Islands
(Address of Principal Executive Offices)
(345) 945-4277
(Registrant’s telephone number, including area code)
Not Applicable
(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
Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
As earlier reported, on May 22, 2006, Consolidated Water Co. Ltd. (the “Company”) entered into an
employment agreement (the “Employment Agreement”) with David W. Sasnett, pursuant to which Mr.
Sasnett serves as the Company’s Executive Vice President and Chief Financial Officer. Under the
terms of the Employment Agreement, Mr. Sasnett is entitled to an annual base salary of $155,000, an
annual issuance of a number of the Company’s ordinary shares having a value of $40,000, and an
annual performance bonus equal to 25% of Mr. Sasnett’s then current base salary if benchmarks to be
agreed upon by the Company’s Chief Executive Officer and Mr. Sasnett are met. The Employment
Agreement also provides that, at his election, he may terminate the agreement upon a “Change in
Control,” as defined below, and receive a payment equal to 24 months of his then current base
salary.
On March 29, 2007, the Company entered into an amended and restated employment agreement (the
“Amendment”) with Mr. Sasnett. Under the terms of the Amendment, Mr. Sasnett is entitled to an
annual performance bonus payable in cash equal to 25% of the sum of his then current base salary
plus $40,000, if benchmarks to be agreed upon by the Company’s Chief Executive Officer and Mr.
Sasnett are met. Additionally, the Amendment provides that, at his election, Mr. Sasnett may
terminate his agreement upon a Change in Control and receive a lump sum payment equal to 36 months
of his then current base salary. Under the Amendment, if the Company decides not to extend the term
of the agreement, Mr. Sasnett will receive a lump sum severance payment equal to 12 months of his
then current base salary.
A “Change of Control” is deemed to occur under the Agreement if : (i) any person, including a
“group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, publicly
announces that such person or group has become the beneficial owner of more than 50% of the
combined voting power (“Controlling Voting Power”) of the Company’s then outstanding securities
that may be cast for the election of directors and (ii) the persons who were the Company’s
directors before such event cease to constitute a majority of the Company’s Board of Directors, or
any successor, as the direct or indirect result of any person or group acquiring Controlling Voting
Power.
None of the other terms of the Employment Agreement were modified in any material respect.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment attached hereto as Exhibit 10.1 and incorporated herein by
reference.
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