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): October 5, 2006
CALIFORNIA WATER SERVICE GROUP
(Exact name of Registrant as Specified in its Charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-13883
(Commission file number)
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77-0448994
(I.R.S. Employer
Identification Number) |
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1720 North First Street
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San Jose, California
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95112 |
(Address of principal executive offices)
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(Zip Code) |
(408) 367-8200
(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:
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 1.01. Entry into a Material Definitive Agreement
On October 5, 2006, California Water Service Group (the “Company”) entered into an
Underwriting Agreement with Robert W. Baird & Co. Incorporated, as representative of the
underwriters (collectively, the “Underwriters”), relating to the sale and issuance of 2,000,000
shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The Company
also granted an option to the Underwriters to purchase up to an additional 300,000 shares of Common
Stock within 30 days after the date of the Underwriting Agreement, to cover over-allotments, if
any.
The offering is expected to close on or about October 12, 2006. The net proceeds to the Company,
before expenses and after deducting underwriting discounts, are expected to be approximately
$70,744,000 without exercise of the over-allotment option.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On October 5, 2006, the Company issued a Press Release announcing the pricing of the offering. A
copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The information and exhibit shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
We hereby furnish the following exhibits with this report:
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Description |
1.1
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Underwriting Agreement, dated October 5, 2006 |
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99.1
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Press Release issued October 5, 2006 |