================================================================================ 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 Date of Report (Date of earliest event reported): April 27, 2005 California Water Service Group (Exact name of registrant as specified in its charter) Delaware 1-13883 77-0448994 -------- ------- ---------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 1720 North First Street San Jose, California 95112 -------------------- ----- (Address of principal executive offices) (Zip Code) (408) 367-8200 (Registrant's telephone number, including area code) N/A (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 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 1.01 Entry into a Material Definitive Agreement In response to this Item, the registrant incorporates by reference the discussion under "Proposal No. 3--Authorize Equity Incentive Plan" and "Appendix B, California Water Service Group Equity Incentive Plan, Adopted by the Board of Directors: February 23, 2005" in its Proxy Statement dated March 25, 2005 for its Annual Meeting of Stockholders to be held on April 27, 2005, as filed with the SEC on March 22, 2005 (File No. 1-13883). On April 27, 2005, at their annual meeting, the registrant's stockholders adopted the Equity Incentive Plan. Item 9.01. Financial Statements and Exhibits (c) Exhibits: The exhibit list called for by this item is incorporated by reference to the Exhibit Index filed as part of this report. 2 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. Dated: April 28, 2005 CALIFORNIA WATER SERVICE GROUP By:_______________________________________ Richard D. Nye Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer) 3 Exhibit Index ------------- - ----------------------- -------------------------------------------------------- Exhibit Number Description - ----------------------- -------------------------------------------------------- 10.1 The registrant's Equity Incentive Plan (incorporated by reference to Appendix B to the registrant's Proxy Statement dated March 25, 2005 for its Annual Meeting of Stockholders to be held on April 27, 2005, as filed with the SEC on March 22, 2005 (File No. 1-13883)). - ----------------------- -------------------------------------------------------- 4