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) July 28, 2010
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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 July 28, 2010, SJW Corp. (the "Company") announced its financial
results for the quarter ended June 30, 2010. 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.
(d) Ronald B. Moskovitz was appointed to the board of directors (the
"Board") of the Company on July 28, 2010. Mr. Moskovitz joined the
Audit Committee and Financing Committee. Mr. Moskovitz was also
appointed to the board of directors of San Jose Water Company and SJW
Land Company, each a wholly owned subsidiary of the Company.
Mr. Moskovitz is a veteran business lawyer who has practiced law for 40
years in the San Francisco Bay Area. He is currently Counsel to Morgan,
Lewis & Bockius LLP, where he was a partner from 2003 until October
2008. Prior to 2003, Mr. Moskovitz was a long-time partner at Brobeck,
Phleger & Harrison LLP, where at various times he was a member of its
management committee and headed its Corporate Group and its Mergers and
Acquisitions Group. Mr. Moskovitz has represented some of the region's
best-known venture capital firms. In addition, his practice has
emphasized mergers, acquisitions and corporate finance. Mr. Moskovitz
received his J.D., magna cum laude, from Harvard University in 1968, and
his B.A., cum laude and Phi Beta Kappa, from Williams College in 1965.
Mr. Moskovitz will participate in the non-employee director compensation
program of the Company and its subsidiaries, as more fully set forth
under the heading "Compensation of Directors" in the Company's
definitive proxy statement filed with the Securities and Exchange
Commission on March 12, 2010.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On July 28, 2010, the Board of the Company adopted and approved,
effective immediately, amendments to Sections 10.8, 10.11 and
10.14(a)(iii) of the By-Laws of the Company (as amended, the "Amended
By-Laws"). The Amended By-Laws amend the Company's existing By-Laws to:
- remove the restriction on fractional share voting;
- conform the description of the quorum and shareholder action
requirements for shareholder meetings in the By-Laws of the Company to
the requirements set forth in the California General Corporation Law;
and
- clarify the methods by which directors can become elected or
appointed to serve as a member of the board.
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 July 28, 2010.
99.1 Press Release issued by SJW Corp., dated July 28, 2010
Announcing the 2010 Second 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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July 28, 2010 /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 July 28, 2010.
99.1 Press Release issued by SJW Corp., dated July 28, 2010
Announcing the 2010 Second Quarter Financial Results
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