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) April 30, 2008
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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 2.02 Results of Operations and Financial Condition.
On April 30, 2008, SJW Corp. (the "Company") announced its
financial results for the quarter ended March 31, 2008. 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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(e) On April 30, 2008, the shareholders of the Company
approved the Company's Amended and Restated Long-Term Incentive
Plan which is attached hereto as Exhibit 10.1 and under which
the Company's executive officers and other eligible individuals
may receive equity awards in the form of stock options, stock
appreciation rights, restricted stock, restricted stock units
performance shares and other stock-based awards. The amendments
to the Long-Term Incentive Plan effect the following
modifications to the plan:
(1) Expand the list of financial and non-financial
criteria that may serve as the performance goals for the vesting
of awards;
(2) Clarify the gross counting provisions in effect for
share issuances under the plan;
(3) Define the applicable change in control transactions
that may result in the accelerated vesting of outstanding
awards;
(4) Provide for equitable adjustments to outstanding
awards to reflect spin-off transactions and extraordinary
dividends;
(5) Expressly prohibit the repricing of outstanding stock
options and stock appreciation rights;
(6) Extend the term of the plan until April 29, 2018;
(7) Expand the class of individuals eligible to
participate in the plan to include all employees, the non-
employee members of the board of directors of any parent or
subsidiary and consultants in the service of the Company or any
parent or subsidiary; and
(8) Expand the types of awards that can be made under the
plan to include performance units payable in cash upon the
attainment of performance milestones.
The principal terms and provisions of the Amended and
Restated Long-Term Incentive Plan are more fully described in
the Proxy Statement filed by the Company with the Securities and
Exchange Commission on March 11, 2008.
On April 30, 2008, the shareholders of the Company also
approved the Company's Executive Officer Short-Term Incentive
("Incentive Plan"). Such plan is attached hereto as Exhibit
10.2. The Incentive Plan will allow the Company to implement
one or more cash bonus programs for the Company's executive
officers tied to the achievement of specific goals based on
financial and/or non-financial performance metrics. The maximum
bonus per participant is limited to $1 million per calendar year
within the applicable performance period, up to a maximum $3
million award for a three-year performance period. The principal
terms and provisions of the Incentive Plan are more fully
described in the Proxy Statement filed by the Company with the
Securities and Exchange Commission on March 11, 2008.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
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10.1 Amended and Restated Long-Term Incentive Plan.
10.2 Executive Officer Short-Term Incentive Plan.
99.1 Press Release issued by SJW Corp., dated April 30,
2008, announcing the 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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April 30, 2008 /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 Amended and Restated Long-Term Incentive Plan.
10.2 Executive Officer Short-Term Incentive Plan.
99.1 Press Release issued by SJW Corp., dated April 30,
2008, announcing the First Quarter Financial Results.