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): FEBRUARY 8, 2005
THE KEITH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 000-26561 33-0203193
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
19 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(Address of Principal Executive Offices, Including Zip Code)
(949) 923-6001
(Registrant's Telephone Number, Including Area Code)
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(Former Name or 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):
[] 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 14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Pursuant to its charter, the Compensation Committee of the Board of
Directors of The Keith Companies, Inc., which we refer to in this report as the
Company, reviews and makes recommendations with respect to the compensation of
the Company's executive officers and administers the equity incentive programs
of the Company, including those in which executive officers are entitled to
participate. As of the date of this report, the executive officers of the
Company are the following individuals:
Aram Keith, Chief Executive Officer
Gary Campanaro, Chief Financial Officer and Secretary
Eric Nielsen, President and Chief Operating Officer
Tom Braun, President of Real Estate Services
Dean Palumbo, President, Energy & Industrial
Robert Ohlund, President, Public Works & Infrastructure
On February 8, 2005, the Compensation Committee approved grants of
restricted stock to certain of the executive officers of the Company under the
Company's Amended and Restated 1994 Stock Incentive Plan. The number of
restricted shares granted to each of the executive officers is set forth
opposite his name in the table below. The restricted stock vests equally over
three annual vesting dates, commencing on the first anniversary of the date of
grant. The Company has a repurchase right with respect to certain shares in the
event that the officer's service with the Company terminates for any reason. The
forms of Stock Purchase Agreements pursuant to which the awards were granted are
attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by
reference.
The Company adopted a discretionary bonus plan for the benefit of its
employees, including its executive officers. Pursuant to the plan, on February
8, 2005, the Compensation Committee exercised its discretion and established a
bonus pool to make awards under the plan, including awards to executive
officers. At that time, the Compensation Committee awarded bonuses to executive
officers as reflected in the table below.
CASH BONUS
EXECUTIVE OFFICER TITLE NO. OF RESTRICTED SHARES AMOUNT FOR 2004
----------------- ----- ------------------------ ---------------
Tom Braun Pres. of Real Estate 2,000 $75,000
Services
Gary Campanaro CFO and Secretary 2,500 $75,000
Eric Nielsen President and COO 2,500 $75,000
Dean Palumbo Pres. Energy & 1,500 $60,000
Industrial
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
10.1 Form of Stock Purchase Agreement for CEO, CFO, COO and other
select officers under the Amended and Restated 1994 Stock
Incentive Plan.
10.2 Form of Stock Purchase Agreement for all employees other than
CEO, CFO, COO and other select officers under the Amended and
Restated 1994 Stock Incentive Plan.
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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.
February 14, 2005 THE KEITH COMPANIES, INC.
/s/ Gary C. Campanaro
By: --------------------------------
Gary C. Campanaro
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Form of Stock Purchase Agreement for CEO, CFO, COO and other
select officers under the Amended and Restated 1994 Stock
Incentive Plan.
10.2 Form of Stock Purchase Agreement for all employees other than
CEO, CFO, COO and other select officers under the Amended and
Restated 1994 Stock Incentive Plan.
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