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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): September 8, 2005
THE KEITH COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 000-26561 33-0203193
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
19 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618
(Address of Principal Executive Offices, Zip Code)
(949) 923-6001
(Registrant's Telephone Number, Including Area Code)
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):
[x] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 8, 2005, Eric Nielsen, President and Chief Operating Officer
of The Keith Companies, Inc., a California corporation (the "COMPANY") entered
into a Letter Agreement, dated as of August 29, 2005 (the "LETTER AGREEMENT")
with Stantec Consulting, Inc. ("STANTEC"). The Letter Agreement provides that
upon consummation of the previously announced merger between the Company and a
wholly-owned subsidiary of Stantec, the Change of Control Letter Agreement,
dated March 22, 2001, by and between Mr. Nielsen and the Company (the "CHANGE OF
CONTROL AGREEMENT"), shall be assumed by Stantec and will continue to apply to
any termination of Mr. Nielsen's employment within two years of the merger. The
Letter Agreement also provides that upon consummation of the merger Mr. Nielsen
will serve as the regional leader for Stantec's operations in the southwest
United States. Mr. Nielsen confirmed in the Letter Agreement that such
post-merger change in title and job responsibilities will not constitute a
constructive termination under his Change of Control Agreement. Pursuant to the
Letter Agreement, Mr. Nielsen's salary and discretionary bonus for the two year
period following the merger will be at least $450,000 annually.
The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the Letter Agreement,
which is filed as Exhibit 10.1, and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
10.1* Letter Agreement, dated August 29 2005, by and between Stantec
Consulting Inc. and Eric Nielsen.
* Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
September 13, 2005 THE KEITH COMPANIES, INC.
By: /s/ Gary C. Campanaro
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Name: Gary C. Campanaro
Title: Chief Financial Officer and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1* Letter Agreement, dated August 29 2005, by and between Stantec
Consulting Inc. and Eric Nielsen.
* Management contract or compensatory plan or arrangement.