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): August 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:
[ ] 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 August 8, 2005, we entered into a separation agreement and release with
Gary Campanaro, our Chief Financial Officer and Secretary and a member of our
board of directors. Pursuant to the terms of the separation agreement and
release, in the event that our proposed merger with and into Stantec
Consulting California Inc. is consummated, Mr. Campanaro's employment with us
will terminate. Upon consummation of the merger and his termination, Mr.
Campanaro will receive:
- accrued and unpaid base salary and prorated auto allowance
attributable to his services rendered through the date of the merger;
- accrued and unpaid vacation through the date of the merger;
- $1,750,000, as consideration for his separation from us;
- $150,000 as a bonus for the 2005 fiscal year;
- $25,000 as reimbursement of Mr. Campanaro's legal fees in connection
with the negotiation of the separation agreement and release; and
- a gross-up payment for excise taxes.
In addition, Mr. Campanaro's unvested options to purchase our stock and
shares of unvested restricted stock that are outstanding immediately prior to
the merger shall become 100% vested upon the consummation of the merger.
In return for the arrangements set forth above, Mr. Campanaro has agreed to
a general release of all rights and claims which he may have against us or any
of our affiliated entities or successors, or any of our current or former
officers, directors, managers, employees, shareholders or representatives,
including any of our obligations or claims arising under that certain change of
control agreement between us and Mr. Campanaro dated as of March 22, 2001, or
otherwise arising out of or relating to Mr. Camapanaro's employment or
termination of employment with us.
The foregoing description of the separation agreement and release is
qualified in its entirety by reference to the complete terms and conditions of
the separation agreement and release, which is attached to this Form 8-K as
Exhibit 10.1 and is incorporated by reference herein.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Pursuant to the terms of the separation agreement and release, the change
of control agreement between Mr. Campanaro and us will terminate effective upon
the consummation of the proposed merger with Stantec.
EXHIBIT NO. DESCRIPTION
10.1 Separation Agreement and Release dated August 8, 2005 by and
between Gary Campanaro and The Keith Companies, Inc.
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.
THE KEITH COMPANIES, INC.
August 12, 2005 By: /s/ Aram H. Keith
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Name: Aram H. Keith
Title: Chief Executive Officer and Chairman
of the Board of Directors
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Separation Agreement and Release dated August 8, 2005 by and
between Gary Campanaro and The Keith Companies, Inc.