SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 1, 2006
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RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
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Virginia 000-26591 54-1909697
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
519 Kimball Ave., N.E. Roanoke, Virginia 24016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-777-4427
(Former name or former address, if changed since last report)
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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 240.425)
|__| 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 13c-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.
As of March 1, 2006, RGC Resources, Inc. (the "Company")
entered into a Change In Control Agreement with each of Mr.
John B. Williamson, III and Mr. John S. D'Orazio that provides
certain benefits to each in the event of a "Change in
Control." For purposes of each agreement, a "Change in
Control" occurs when (i) any person or entity becomes the
beneficial owner of at least 50% of the combined voting power
of the Company's voting securities; (ii) any person or entity
becomes the beneficial owner of at least 50% of the voting
securities of the surviving entity following a merger,
recapitalization, reorganization, consolidation or sale of
assets by the Company; or (iii) the Company is liquidated or
sells substantially all of its assets. In the event that Mr.
Williamson's employment with the Company is terminated within
36 months of the date of a Change in Control, unless the
termination is (a) because of his death or disability, (b) for
Cause (as defined in the agreement) or (c) by him other than
for Good Reason (as defined in the agreement), then he
will receive a severance payment equal to 2 times his average
annual compensation over the prior five tax years. This
severance payment will be reduced to the extent necessary to
avoid certain federal excise taxes. Also, in such event, the
Company will continue his life insurance, medical, health and
accident and disability plans, programs or arrangements until
the earlier of 24 months after the date of the Change in
Control, his death, or his full-time employment. The agreement
with Mr. D'Orazio is consistent with Mr. Williamson's with the
exception that Mr. D'Orazio's agreement specifies a
termination period within 24 months from the date of a Change
in Control and provides a severance payment equal to 1.5 times
his average annual compensation over the prior five tax years.
The agreement does not require Mr. Williamson or Mr. D'Orazio
to seek employment to mitigate any payments or benefits
provided thereunder. Mr. Williamson is Chairman, President and
CEO of the Company. Mr. D'Orazio is Vice-President and COO of
Roanoke Gas Company (a wholly owned subsidiary of the
Company.) These two Change In Control Agreements are
essentially the same as and replace the respective Change In
Control Agreements executed by Mr. Williamson and Mr.
D'Orazio as of March 1, 2001.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
10.1 Change In Control Agreement between RGC Resources,
Inc. and John B. Williamson, III dated as of
March 1, 2006.
10.2 Change in Control Agreement between RGC Resources,
Inc. and John S. D'Orazio dated as of March 1, 2006.
SIGNATURES
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.
RGC RESOURCES, INC.
Date: March 2, 2006 By: s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and Controller
(Principal Financial Officer)