Consolidated Water Co. Ltd.
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
September 14, 2007
(Date of earliest event reported)
CONSOLIDATED WATER CO. LTD.
(Exact Name of Registrant as Specified in Charter)
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Cayman Islands, B.W.I.
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0-25248
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Not Applicable |
(State or Other Jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
The Regatta Office Park
Windward Three, 4th Floor
West Bay Road, P.O. Box 1114
Grand Cayman KY 1-1102, Cayman Islands
(Address of Principal Executive Offices)
(345) 945-4277
(Registrants telephone number, including area code)
Not Applicable
(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
Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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 of Certain Officers. |
On September 14, 2007, Consolidated Water Co. Ltd. (the Company) amended its employment
agreements with Jeffrey M. Parker, Chairman of the Board, and Frederick W. McTaggart, the Chief
Executive Officer and President of the Company.
Amendment to Jeffrey M. Parker Employment Agreement
Commencing January 1, 2008, Mr. Parkers base salary increases from approximately $190,000 to
$275,000. In addition, Mr. Parkers bonus after his 2007 fiscal year bonus will no longer be
calculated as (a) 1.5% of the Companys annual net profits, before charging the bonus amount,
dividends or crediting any amounts arising from the re-valuation of the Companys assets to a
maximum of 40% of Mr. Parkers annual remuneration and (b) 15% of the amount by which the Companys
net profits for that fiscal year exceeded the highest annual net profits earned by the Company in
any prior fiscal year.
Pursuant to the terms of the amended employment agreement, Mr. Parkers bonus will be determined,
at the sole discretion of the Companys Board of Directors, and will be paid in cash in an amount
not to exceed 50% of Mr. Parkers then-current annual compensation. The amount of the annual
bonus, if any, will be calculated by the Board of Directors based upon their assessment of the
performance of Mr. Parker in the following areas: (a) new business development, (b) investor
relations, (c) communication with the Board of Directors, (d) communication and collaboration with
the Companys chief executive officer and chief financial officer; and special projects assigned by
the Board of Directors. Finally, Mr. Parker will be entitled to a discretionary bonus in an amount
and form as determined at the sole discretion of the Board of Directors.
Amendment to Frederick W. McTaggart Employment Agreement
Commencing January 1, 2008, Mr. McTaggarts annual base salary increases from approximately
$230,000 to $375,000. In addition, Mr. McTaggarts bonus after his 2007 fiscal year bonus will no
longer be calculated as (a) 2% of the net profit of the Companys annual net profits, before
charging the bonus amount, dividends, or crediting any amounts arising from the re-valuation of the
Companys assets to a maximum of 50% of Mr. McTaggarts annual remuneration and (b) 5% of the
amount by which the Companys net profits for that fiscal year exceeded the highest annual net
profits earned by the Company in any prior fiscal year.
Pursuant to the terms of the amended employment agreement, Mr. McTaggarts bonus will be
determined, at the sole discretion of the Companys Board of Directors, and will be paid in an
amount not to exceed 100% of Mr. McTaggarts then-current annual compensation. The amount of the
annual bonus, if any, will be calculated by the Board of Directors based upon their assessment of
the performance of Mr. McTaggart in the following areas: (a) the
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Company achieving its budgeted net income and earnings per share targets, (b) Mr. McTaggart
facilitating the Companys revenue growth through project extensions and new projects, (c) the
Company staying within the approved capital expenditure budgets for operations, project extensions
and new projects, (d) Mr. McTaggart fostering excellent communications with the Board of Directors
and being receptive to input from the Board of Directors, (e) Mr. McTaggart executing any special
projects as assigned by the Board of Directors, and (f) the development and maintenance of
excellent customer relations.
The annual bonus, if any, will be paid 75% in cash and 25% in the Companys ordinary shares valued
at the market price at the close of trading on December 31, of the relevant fiscal year (or if such
day is not a trading day, at the close of trading on the preceding
trading day). Finally, Mr. McTaggart will be entitled to a discretionary bonus in an amount and form as
determined at the sole discretion of the Board of Directors. Pursuant to Nasdaq rules, the payment of a bonus in
stock must be approved by the shareholders of the Company.
The foregoing description is only a summary of certain provisions of the amended employment
agreements with Messrs. Parker and McTaggart and is qualified in its entirety by the amended
employment agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are
incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits |
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Exhibit No. |
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10.1 |
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Amendment of Engagement Agreement dated September 14, 2007 between the Company and Jeffrey M.
Parker. |
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10.2 |
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Amendment of Engagement Agreement dated September 14, 2007 between the Company and Frederick
W. McTaggart. |
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SIGNATURE
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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CONSOLIDATED WATER CO. LTD.
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By: |
/s/ Frederick W. McTaggart
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Name: |
Frederick W. McTaggart |
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Title: |
President and Chief Executive Officer |
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Date: September 19, 2007
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EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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Amendment of Engagement Agreement dated September 14, 2007 between the Company and Jeffrey M.
Parker. |
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10.2 |
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Amendment of Engagement Agreement dated September 14, 2007 between the Company and Frederick
W. McTaggart. |
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