Form 8-K FY2007
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
Date
of
Report (Date of earliest event reported): February 20, 2007
NEW
JERSEY RESOURCES CORPORATION
(Exact
name of registrant as specified in its charter)
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New
Jersey
(State
or other jurisdiction
of
incorporation)
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1-8359
(Commission
File
Number)
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22-2376465
(IRS
Employer
Identification
No.)
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1415
Wyckoff Road
Wall,
New Jersey
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07719
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(Address
of principal executive offices)
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(Zip
Code)
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(732) 938-1480
(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):
[
] 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))
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
February 20, 2007, New Jersey Resources Corporation (the
“Company”) entered into agreements (“Employment Continuation Agreements”) with
each of Laurence M. Downes, President and Chief Executive Officer of the Company
, Mariellen Dugan, Vice President and General Counsel of the Company, Kathleen
T. Ellis, the Company’s Vice President, Corporate Affairs, Glenn C. Lockwood,
Senior Vice President and Chief Financial Officer of the Company and Joseph
P.
Shields, Senior Vice President, Energy Services of New Jersey Natural Gas
Company, a subsidiary of the Company (collectively, the “Executives”) which, in
the case of Mr. Downes, Ms. Ellis, Mr. Lockwood and Mr. Shields, replaced
existing employment continuation agreements with the Company. The Employment
Continuation Agreements provide each Executive certain rights in the event
that
his or her employment with the Company is terminated within two years following
the occurrence of a Change of Control (as defined below) (i) by the Company
without “Cause” (i.e., conviction of a felony, gross neglect, willful
malfeasance or willful gross misconduct which has had a significant adverse
effect on the business of the Company or repeated material willful violations
of
the Executive’s duties which have continued after written notice thereof by the
Company and which result in material damage to the Company’s business or
reputation) or (ii) by the Executive for “Good Reason” (e.g., due to a material
breach of the agreement by the Company, including, without limitation, a
material adverse change in the executive’s position or responsibilities or a
reduction of the executive’s compensation). Subject to the limitation described
below in the next paragraph, upon either such termination of employment, the
Executive, in the case of Mr. Downes, will receive three
times
the
sum or, in the case of the other Executives, two
times
the sum, of (x) his or her then annual base salary and (y) the average of his
or
her annual bonuses paid or payable with respect to the last three calendar
years
ended prior to the Change of Control. The Employment Continuation Agreements
further provide that, if any such Executive is subject to the so-called “golden
parachute” excise tax imposed under Section 4999 of the Internal Revenue Code of
1986, as amended, the Company shall make an additional payment to the Executive
in an amount sufficient to place the Executive in the same after-tax position
as
if no such excise taxes had been imposed. For purposes of the Employment
Continuation Agreements, a “Change of Control” generally means (i) the
acquisition by any person or group of beneficial ownership of securities
representing 35 percent or more of the combined voting power of the Company’s
securities; (ii) within any 24-month period, the persons who were directors
of
the Company immediately before such period (the “Incumbent Directors”) and
directors whose nomination or election is approved by two-thirds of the
Incumbent Directors and directors previously approved by the Incumbent Directors
cease to constitute a majority of the Company’s Board of Directors (the “Board”)
or (iii) the consummation of a merger, consolidation, share exchange, division,
sale or other disposition of all or substantially all of the assets of the
Company, or a complete liquidation of the Company as a result of which the
shareholders of the Company immediately prior to such event do not hold,
directly or indirectly, a majority of the Voting Power (as defined in the
Employment Continuation Agreements) of the acquiring or surviving corporation.
As
a
condition to the right of the Executive to receive payments under the Employment
Continuation Agreements, the Executive must enter into a binding agreement
with
the Company agreeing that, without the written consent of the Board, the
Executive will not for a period of two years, acting alone or in conjunction
with others, directly or indirectly (i) engage (either as owner, investor,
partner, stockholder, employer, employee, consultant, advisor, or director)
in
any business in which he or she has been directly engaged on behalf of the
Company or any affiliate, or has supervised as an Executive thereof, during
the
last two years prior to such termination, or which was engaged in or planned
by
the Company or an affiliate at the time of such termination, in the geographic
area of New York, New Jersey, Pennsylvania, or Delaware and in which such
business was conducted or planned to be conducted; (ii) induce any customers
of
the Company or any of its affiliates with whom the Executive has had contacts
or
relationships, directly or indirectly, during and within the scope of his or
her
employment with the Company or any of its affiliates, to curtail or cancel
their
business with the Company or any such affiliate; (iii) induce, or attempt to
influence, any employee of the Company or any of its affiliates to terminate
employment; or (iv) solicit, hire or retain as an employee or independent
contractor, or assist any third party in the solicitation, hire, or retention
as
an employee or independent contractor, any person who during the previous 12
months was an employee of the Company or any affiliate; provided, however,
that
activities engaged in by or on behalf of the Company are not restricted by
this
covenant.
A
copy of
the Employment Continuation Agreement of Laurence M. Downes is attached hereto
as Exhibit 10.1 and a schedule of the Employment Continuation Agreements between
the Company and each Executive (each of which is identical with the exception
of
the termination benefits described above) is attached hereto as Exhibit 10.2.
The foregoing description of the agreements is qualified in its entirety by
reference to the attached copy of the Employment Continuation
Agreement.
Item
9.01.
Financial Statements and Exhibits.
The
following exhibits are furnished with this report on Form 8-K:
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Exhibit
Number
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Description
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10.1
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Employment
Continuation Agreement between the Company and Laurence M. Downes
dated as
of February 20, 2007
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10.2
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Schedule
of Employment Continuation
Agreements
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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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NEW
JERSEY RESOURCES CORPORATION
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Date:
February 26, 2007
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By:
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/s/
Glenn C. Lockwood |
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Glenn
C. Lockwood
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Senior
Vice President, Chief Financial Officer and
Treasurer
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