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): Jan. 5, 2007 (Jan. 2, 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
(Registrant’s 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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers’ Compensatory Arrangements for Certain Officers
On January 2, 2007, 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 with Marshall T. Chiaraluce, the Chairman of
the Board of Directors of the Company and the Company’s former President and Chief Executive
Officer.
The principal purpose of the amendments was to conform Mr. Chiaraluce’s existing agreements
with the Company to comply with the substantive and procedural requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, in light of Mr. Chiaraluce’s planned retirement from the
Company in May 2007.
The terms of Mr. Chiaraluce’s Amended and Restated Employment Agreement are substantially
similar to those of his prior agreement. A description of the
material terms of Mr. Chiaraluce’s prior agreement, was set forth in the proxy statement dated April 11, 2006, under the heading
“Employment Contracts, Change-in-Control, and Termination Arrangement,” which description is hereby
incorporated herein by reference.
Mr. Chiaraluce’s Amended and Restated Supplemental Executive Retirement Agreement provides him
with a supplemental retirement benefit based on earnings and years of service to the Company. Upon
his retirement in May 2007, Mr. Chiaraluce’s annual retirement benefits payable will be equal to
60% of average annual earnings, as defined under the Retirement Plan but without the IRC
compensation limit, offset by the benefit payable to Mr. Chiaraluce under the Connecticut Water
Company Retirement Plan. The annual benefit amount is reduced by benefits payable under the
retirement plan of Mr. Chiaraluce’s prior employer. The Agreement provides an early retirement
benefit if Mr. Chiaraluce retires from service to the Company at any age between 55 and 65.
Mr. Chiaraluce’s Amended and Restated Deferred Compensation Agreement permits him to elect to
defer, prior to the beginning of each calendar year, an amount up to 12% of his annual cash salary.
Such salary deferral amounts are credited to a deferred compensation account maintained by the
Company on behalf of Mr. Chiaraluce. Amounts deferred to the account are credited with interest
paid by the Company on a semi-annual basis at an interest rate equal to Moody’s AAA Corporate Bond
Yield Average rate, plus an additional 2%. Compensation deferred under the Deferred Compensation
Agreement, plus all accrued interest, shall be paid to Mr. Chiaraluce (or to his designated
beneficiary) upon termination of employment by the Company in the form of an annual annuity
payment. If, prior to his planned retirement date in May 2007, Mr. Chiaraluce is terminated for
“cause” as defined in the Deferred Compensation Agreement, he shall be entitled only to a return of
the amounts deferred without payment of accrued interest.
Copies of Mr. Chiaraluce’s Amended and Restated Employment Agreement, Amended and Restated
SERP Agreement, and Amended and Restated Deferred Compensation Agreement
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are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and
are each hereby incorporated herein by reference.
On January 2, 2007, the Company entered into a Third Amendment to the Supplemental Executive
Retirement Agreement with each of the following executive officers: (1) Eric W. Thornburg,
President and Chief Executive Officer; (2) David C. Benoit, Vice President – Finance and Chief
Financial Officer; (3) Thomas R. Marston, Vice President – Planning & Treatment; (4) Terrance P.
O’Neill, Vice President – Operations; and (5) Maureen P. Westbrook, Vice President – Administration
& Government Affairs. The Third Amendment amends the definition of “Average Earnings” under the
SERP to exclude from the definition the value of long-term performance awards and PARSA awards made
to participants under the Company’s Performance Stock Program. A copy of the Form of Third
Amendment is attached hereto as Exhibit 10.4 and is hereby incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
The following are filed herewith as exhibits.
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10.1 |
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Amended and Restated Employment Agreement between the Company and
Marshall T. Chiaraluce, dated as of January 2, 2007. |
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10.2 |
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Amended and Restated Supplemental Executive Retirement Agreement
between the Company and Marshall T. Chiaraluce, dated as of January
2, 2007. |
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10.3 |
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Amended and Restated Deferred Compensation Agreement between the
Company and Marshall T. Chiaraluce, dated as of January 2, 2007. |
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10.4 |
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Standard Form of Third Amendment to Supplemental Executive Retirement
Agreement, between the Company and specified officers of the Company. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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.
a Connecticut corporation
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| Date: January 5, 2007 |
By: |
/s/ David C. Benoit
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Name: |
David C. Benoit |
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Title: |
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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Amended and Restated Employment Agreement between the Company
and Marshall T. Chiaraluce, dated as of January 2, 2007. |
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10.2
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Amended and Restated Supplemental Executive Retirement
Agreement between the Company and Marshall T. Chiaraluce,
dated as of January 2, 2007. |
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10.3
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Amended and Restated Deferred Compensation Agreement between
the Company and Marshall T. Chiaraluce, dated as of January 2,
2007. |
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10.4
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Standard Form of Third Amendment to Supplemental Executive
Retirement Agreement, between the Company and specified
officers of the Company. |
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