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 6, 2009
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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.)
110 W. Taylor Street, San Jose, California 95110
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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 2.02 Results of Operations and Financial Condition.
On May 6, 2009, SJW Corp. (the "Company") announced its
financial results for the quarter ended March 31, 2009. 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 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On May 6, 2009, the board of directors (the "Board") of the
Company adopted and approved, effective immediately,
amendments to the By-Laws of the Company (as amended, the
"Amended By-Laws"). The amendments added to the existing By-
Laws, among other things, procedures to propose
business or nominations for election of directors to be
considered at annual or special meetings, which are referred
to as "advance notice provisions." The advanced notice
provisions of the Amended By-Laws, among other things:
- require shareholders to provide advance notice of
shareholder proposals or nominations of directors at an
annual meeting, and such advance notice must be delivered
to the principal executive office of the Company not later
than 90 days nor earlier than 120 days prior to the first
anniversary of the preceding year's annual meeting, subject
to certain conditions;
- require shareholders to provide advance notice of
nominations of directors at a special meeting at which
directors are to be elected, and such advance notice must
be delivered to the principal executive office of the
Company not later than 90 days nor earlier than 120 days
prior to the special meeting or within 10 days following
the public announcement of the special meeting and the
nominees proposed by the Board to be elected at the special
meeting;
- provide that the procedures and requirement set forth in
the advance notice provisions are the only means for
business to come before a shareholder meeting, other than
matters properly brought under Rule 14a-8 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and
- provide that persons are not eligible to serve as directors
if not nominated in accordance with the advance notice
provisions or appointed by the Board to fill a vacancy.
In addition to adding the advance notice provisions, the
Amended By-Laws also amends the Company's existing By-Laws to,
among other things:
- revise the requirements for calling a special meeting of
shareholders;
- revise the circumstances under which a shareholder meeting
may be adjourned;
- provide rules regarding the conduct of shareholder
meetings; and
- make other technical amendments.
A copy of the Amended By-Laws is attached hereto as Exhibit
3.1 and incorporated herein by reference. The foregoing
description of the Amended By-Laws is qualified in its
entirety by reference to the full text of the Amended By-Laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Document
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3.1 By-Laws of SJW Corp., as amended on May 6, 2009.
99.1 Press Release issued by SJW Corp., dated May 6,
2009, announcing First 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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May 6, 2009 /s/ David A. Green
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David A. Green, Chief Financial
Officer and Treasurer
Exhibit
Number Description of Document
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3.1 By-Laws of SJW Corp., as amended on May 6, 2009.
99.1 Press Release issued by SJW Corp., dated May 6,
2009, announcing First Quarter Financial Results.