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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) February 22,2006
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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 3.03 Material Modification to Rights of Security Holders.
Information contained in the response to Item 5.03 below is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change of Fiscal Year.
SJW Corp. (the "Company") filed a Certificate of Amendment of the
Restated Articles of Incorporation on February 22, 2006 with the
California Secretary of State. The amendment will become
effective on March 2, 2006. Pursuant to such amendment, (i) as of
the close of business on March 2, 2006, each share of common
stock outstanding will be split into two shares of common stock,
(ii) the par value of each share of common stock will be
decreased from $1.042 to $0.521, and (iii) the aggregate number
of authorized shares of common stock will be increased from
18,000,000 to 36,000,000. Stock certificates representing the
additional shares of common stock will be mailed or delivered to
stockholders on or about March 16, 2006, by the Company's
transfer agent, American Stock Transfer and Trust Company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
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3.1 Certificate of Amendment of the Restated Articles of
Incorporation, filed with the Secretary of State of the
State of California on February 22, 2006.
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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February 27, 2006 /s/Angela Yip
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Angela Yip, Chief Financial Officer
and Treasurer
Exhibit
Number Description of Document
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3.1 Certificate of Amendment of the Restated Articles of
Incorporation, filed with the Secretary of State of the
State of California on February 22, 2006.
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF
SJW CORP.
A California Corporation
The undersigned, W. Richard Roth and Suzy Papazian, hereby
certify that:
ONE: They are the duly elected and acting President and
Secretary, respectively, of SJW Corp., a California corporation.
TWO: The Restated Articles of Incorporation of said
corporation, filed on August 29, 1991, as amended on February
10, 2004, shall be amended as set forth in this Certificate of
Amendment.
THREE: Effective as of March 2, 2006, Section 3.1 of
ARTICLE III of the Amended and Restated Articles of
Incorporation is amended to read in its entirety as follows:
"Section 3.1. The corporation is authorized to issue more
than one class of shares, namely, two classes consisting of one
class of preferred shares and one class of common shares. As of
the close of business on March 2, 2006, each common share
outstanding is split into two (2) common shares. The total
number of shares which the corporation is authorized to issue is
36,176,407. Of said 36,176,407 shares 176,407 shall be and are
preferred shares of the par value of $25 per share and
36,000,000 shall be and are common shares of the par value of
$0.521 per share. Of said 176,407 preferred shares, 2,645 shall
be and are "Cumulative Preferred Stock, Series A" (hereinafter
called "Series A preferred shares"), 196 shall be and are
"Cumulative Preferred Stock, Series B" (hereinafter called
"Series B preferred shares"), 200 shall be and are "Cumulative
Preferred Stock, Series C" (hereinafter called "Series C
preferred shares"), 200 shall be and are "Cumulative Preferred
Stock, Series D" (hereinafter called "Series D preferred
shares"), 166 shall be and are "Cumulative Preferred Stock,
Series E" (hereinafter called "Series E preferred shares"),
4,000 shall be and are "Cumulative Preferred Stock, Series G"
(hereinafter called "Series G preferred shares"), 9,000 shall be
and are "Cumulative Preferred Stock, Series H" (hereinafter
called "Series H preferred shares"), and 160,000 shall be and
are preferred shares of Series I, Series J, Series K, Series L,
Series M and Series N, the number of shares constituting each of
such series to be determined by the Board of Directors of the
corporation pursuant to the authorization contained in these
Articles. Series F has been intentionally omitted. All of said
36,000,000 common shares shall be of one and the same series,
namely, common shares of the par value of $0.521 per share. No
shares of any class are to be without par value."
FOUR: The Board of Directors of the corporation has duly
approved the foregoing Certificate of Amendment.
FIVE: In accordance with Section 902(c) of the General
Corporation Law of the Sate of California, the foregoing
Certificate of Amendment of the Restated Articles of
Incorporation does not require shareholder approval. No
preferred shares are outstanding.
The undersigned certify under penalty of perjury that they
have read the foregoing Certificate of Amendment and know the
contents thereof, and that the statements therein are true.
Executed at San Jose, California, on February 17, 2006.
/s/ W. Richard Roth
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W. Richard Roth
President
/s/ Suzy Papazian
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Suzy Papazian
Secretary