Current Report Filing (8-k)
April 04 2017 - 4:17PM
Edgar (US Regulatory)
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
March 29, 2017
(Date of earliest event reported)
CONSOLIDATED WATER CO. LTD.
(Exact Name of Registrant as Specified in
Charter)
Cayman Islands, B.W.I.
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0-25248
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98-0619652
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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Regatta Office Park
Windward Three, 4
th
Floor
West Bay Road, P.O. Box 1114
Grand Cayman, KY1-1102
Cayman Islands
(Address of Principal Executive Offices)
(345) 945-4277
(Registrant’s 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)
¨
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))
¨
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.
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As previously reported, effective September
1, 2011, Consolidated Water Co. Ltd. (the “Company”) entered into an employment agreement (the “Original Tonner
Agreement”) with John Tonner, pursuant to which Mr. Tonner served as the Company’s Executive Vice President and Chief
Operating Officer. On March 29, 2017, the Company entered into an amended and restated employment agreement (the “Amended
Tonner Agreement”) with Mr. Tonner, which agreement is to have retroactive effect to December 1, 2016. Pursuant to the Amended
Tonner Agreement, Mr. Tonner will serve as the Company’s Executive Vice President and Chief Commercial Officer and have the
responsibilities inherent to such position. The Amended Tonner Agreement also permits Mr. Tonner to elect to terminate his employment
and receive a lump sum payment equal to his then current base salary upon a “Change in Control” (as defined in the
Amended Tonner Agreement).
Additionally, as previously reported, effective
January 1, 2008, the Company entered into an employment agreement (the “Original Jerrybandan Agreement”) with Ramjeet
Jerrybandan, pursuant to which Mr. Jerrybandan served as the Company’s Vice President of Overseas Operations. On March 29,
2017, the Company entered into an amendment to the Original Jerrybandan Agreement (the “Jerrybandan Amendment”) with
Mr. Jerrybandan, which amendment is to have retroactive effect to December 1, 2016. Pursuant to the Jerrybandan Amendment, Mr.
Jerrybandan has been promoted to Executive Vice President of Operations and will have the responsibilities associated with such
position. Pursuant to the Jerrybandan Amendment, Mr. Jerrybandan’s annual base salary will be increased from approximately
$185,000 to $240,000.
The foregoing descriptions of the Amended
Tonner Agreement and the Jerrybandan Amendment do not purport to be complete and are qualified in their entirety by reference to
the Amended Tonner Agreement and the Jerrybandan Amendment, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and
incorporated herein by reference. None of the other terms of the Original Tonner Agreement or the Original Jerrybandan Agreement
were modified in any material respect.
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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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Title
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10.1
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Amended and Restated Engagement Agreement dated March 29, 2017 between Consolidated Water Co. Ltd. and John Tonner.
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10.2
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First Amendment of Engagement Agreement dated March 29, 2017 between Consolidated Water Co. Ltd. and Ramjeet Jerrybandan.
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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:
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/s/ David W. Sasnett
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Name:
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David W. Sasnett
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Title:
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Executive Vice President & Chief Financial Officer
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Date: April 4, 2017
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