FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2008 (November 30, 2007)
Connecticut Water Service, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
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0-8084
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06-0739839 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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93 West Main Street, Clinton, Connecticut
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06413-0562 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(860) 669-8630
(Registrants Telephone Number, Including Area Code)
N/A
(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
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o 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 for Certain Officers |
On November 30, 2007, the Compensation Committee of the Board of Directors of Connecticut
Water Service, Inc. adopted new forms of executive compensation agreements with the Companys
executive officers. On January 24, 2008, the full Board of Directors ratified the adoption of
these amended and restated executive compensation agreements.
Accordingly, on January 24, 2008, Connecticut Water Service, Inc. and its principal operating
subsidiary, The Connecticut Water Company, (collectively, the Company) entered into an Amended
and Restated Employment Agreement, an Amended and Restated Supplemental Executive Retirement
Agreement and an Amended and Restated Deferred Compensation Agreement (collectively, the Revised
Agreements) with its senior management team, including each of the following officers of the
Company:
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Name |
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Title |
Peter J. Bancroft
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Director, Rates & Forecasting, Assistant Treasurer |
David C. Benoit
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Vice President Finance and Chief Financial Officer
and Treasurer |
Kristen A. Johnson
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Vice President Human Resources |
Thomas R. Marston
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Vice President Business Development |
Daniel J. Meaney
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Corporate Secretary |
Terrance P. ONeill
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Vice President Operations and Engineering |
Nicholas A. Rinaldi
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Controller |
Eric W. Thornburg
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Chairman, President and Chief Executive Officer |
Maureen P. Westbrook
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Vice President Administration and Government
Affairs |
The principal purpose of the Revised Agreements is to conform them to the substantive and
procedural requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
Code). The terms of the Revised Agreements are substantially similar to the officers prior
agreements. A description of the material terms of the officers prior agreements was included in
the proxy statement dated March 28, 2007, under the heading Change in Control Agreements, which
description is hereby incorporated herein by reference.
All officers employment agreements provide the officers with certain compensation and other
benefits under certain circumstances following a change in control of the Company. Consistent with
the prior version of these agreements, the Amended and Restated Employment Agreements for all
officers except Messrs. Meaney and Rinaldi and Ms. Johnson continue to contain additional provisions
with respect to: 1) a stay-on bonus payable to these officers under certain circumstances
following a
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change in control of the Company and 2) additional gross-up payments payable to these
officers in the event that taxes are due under Section 280G of the Code following a change in
control of the Company. Consistent with the prior agreements,
the employment agreements of Messrs. Meaney and Rinaldi and Ms. Johnson listed above do not contain
these provisions.
In order to conform to Section 409As requirements, the Amended and Restated Employment
Agreements were revised to provide that 1) generally, payments made to an officer following a
separation from service from the Company are delayed for a period of six months following such
separation, if the officer is a key employee at the time of separation from service; 2) cash
payments have been substituted for continuation of various benefits following separation from
service from the Company; and 3) certain payments were to be made following the expiration of the
agreements non-competition period (generally, two years), have now been fixed at two years
following separation from service from the Company.
Similar changes were made to the forms of the Companys Amended and Restated SERP Agreement
and the Amended and Restated Deferred Compensation Agreement, in order to conform these agreements
to the requirements of Section 409A of the Code.
Copies of the forms of the Amended and Restated Employment Agreement with the Companys
officers, the Amended and Restated Employment Agreement with Messrs. Meaney and Rinaldi and Ms.
Johnson, the Amended and Restated SERP Agreement, and the Amended and Restated Deferred
Compensation Agreement are attached hereto as Exhibits 10.1, 10.2, 10.3 and
10.4, respectively, and are each hereby incorporated herein by reference.
Item 8.01 Other Events
Amendments to the Companys Performance Stock Plans
At its November 30, 2007 meeting, the Compensation Committee approved second amendments to the
Companys 1994 and 2004 Performance Stock Programs in order to conform these Programs to the
requirements of Section 409A of the Code. Under the terms of each Second Amendment, payments to
participants on account of awards made under the Programs are generally delayed for a six-month
period following separation of service with the Company. In addition, provisions in the Programs
related to: 1) the early withdrawal of shares from a participants performance share account (after
payment of a forfeiture penalty); 2) deferral of the receipt of restricted shares; 3) deferral of
delivery of shares issued upon exercise of options; and 4) the voluntary surrender of non-qualified
stock options in exchange for new stock options, have all been removed in order to comply with
Section 409A of the Code.
Copies of the Second Amendments to each of the Performance Stock Programs are attached hereto
as Exhibits 10.5 and 10.6, respectively, and are each hereby incorporated herein by
reference.
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Adoption of the Amended and Restated Directors Deferred Compensation Plan
At its January 24, 2008 meeting, the Board approved the Amended and Restated
Directors Deferred Compensation Plan, to conform the plan to the requirements of Section 409A of
the Code. Under the Amended and Restated Directors Deferred Compensation Plan, a directors
election to defer receipt of the directors fees must be made before the year in which the
directors compensation is earned. In addition, deferred payments will be made to participating
directors in all events in a lump sum 60 days following separation from service/death; installment
payments are no longer permitted.
A copy of the Amended and Restated Directors Deferred Compensation Plan, dated as of January
1, 2008, is attached hereto as Exhibit 10.7 and is hereby incorporated by reference.
Amendment of the Charter of the Audit Committee
On November 16, 2007, the Audit Committee of the Companys Board recommended changes to the
Audit Committees written charter, subject to approval by the full Board. Effective January 24,
2008, the Companys Board of Directors approved these changes to the Audit Committees charter. A
copy of the Audit Committees charter, dated as of January 24, 2008, will be available on the
Companys website, www.ctwater.com, under the heading Investor Information Corporate
Governance. A copy of the revised Charter is also attached hereto as Exhibit 99.1 and is
hereby incorporated by reference.
Officer Matters
On January 24, 2008, the Board approved the following changes to the status of two Company
executives:
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the Companys Director of Human Resources, Kristen A. Johnson, was promoted to the
officer position of Vice President Human Resources, and is now considered to be an
executive officer of the Company under the Securities Exchange Act of 1934. Effective
January 24, 2008, Ms. Johnson entered into Amended and Restated Employment Agreement, an
Amended and Restated Employment Agreement, and an Amended and Restated SERP Agreement with
the Company. |
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Thomas R. Marston, the Companys Vice President Planning and Treatment, was given the
new officer position of Vice President Business Development. Mr. Marstons former
planning and treatment duties were assigned to the Companys other officers. As noted
above, Mr. Marston, along with the Companys other officers, has entered into Amended and
Restated Employment, SERP and Deferred Compensation Agreements with the Company. |
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As previously disclosed on November 9, 2007, the Company appointed Nicholas A. Rinaldi as its
Controller. On January 24, 2008, the Board designated Mr. Rinaldi as an officer of the Company.
The Company also entered into an amended and Restated Employment Agreement, Amended and Restated
SERP Agreement and Amended and Restated Deferred Compensation Agreement with Mr. Rinaldi in
connection with his officer appointment.
Item 9.01 Financial Statements and Exhibits
The following are filed herewith as exhibits hereto:
(c) Exhibits
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10.1
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Form of Amended and Restated Employment Agreement with officers
(version A), dated as of January 24, 2008. |
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10.2
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Form of Amended and Restated Employment Agreement with officers
(version B), dated as of January 24, 2008. |
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10.3
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Form of Amended and Restated SERP Agreement, dated as of January 24,
2008. |
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10.4
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Form of Amended and Restated Deferred Compensation Agreement, dated
as of January 24, 2008. |
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10.5
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Second Amendment, dated January 1, 2008, to the Companys 1994
Performance Stock Program (as amended and restated on April 26, 2002
and further amended on December 1, 2005). |
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10.6
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Second Amendment, dated January 1, 2008, to the Companys 2004
Performance Stock Program (as previously amended on December 1,
2005). |
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10.7
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Amended and Restated Directors Deferred Compensation Plan, dated as
of January 1, 2008. |
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99.1
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Audit Committee Charter, dated as of January 24, 2008. |
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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 hereunto duly authorized.
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CONNECTICUT WATER SERVICE, INC. |
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a Connecticut corporation
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Date: January 30, 2008
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By:
Name:
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/s/ David C. Benoit
David C. Benoit
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Title:
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Vice President Finance and Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Form of Amended and Restated Employment Agreement with officers
(version A), dated as of January 24, 2008. |
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10.2
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Form of Amended and Restated Employment Agreement with officers
(version B), dated as of January 24, 2008. |
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10.3
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Form of Amended and Restated SERP Agreement, dated as of January 24,
2008. |
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10.4
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Form of Amended and Restated Deferred Compensation Agreement, dated
as of January 24, 2008. |
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10.5
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Second Amendment, dated January 1, 2008, to the Companys 1994
Performance Stock Program (as amended and restated on April 26, 2002
and further amended on December 1, 2005). |
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10.6
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Second Amendment, dated January 1, 2008, to the Companys 2004
Performance Stock Program (as previously amended on December 1,
2005). |
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10.7
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Amended and Restated Directors Deferred Compensation Plan, dated as
of January 1, 2008. |
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99.1
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Audit Committee Charter, dated as of January 24, 2008. |
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