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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 31, 2005
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WATTS WATER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-11499 04-2916536
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
815 Chestnut Street, North Andover, Massachusetts 01845
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(Address of Principal Executive Offices) (Zip Code)
(978) 688-1811
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(Registrant's telephone number, including area code)
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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 (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))
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Item 1.01. Entry into a Material Definitive Agreement.
Watts Water Technologies, Inc. (the "Registrant") and William D. Martino entered
into an indemnification agreement dated as of October 31, 2005.
The indemnification agreement entered into between the Registrant and Mr.
Martino is the Registrant's standard form of indemnification agreement, a copy
of which was filed as Exhibit 10.3 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 2003. The indemnification agreement
provides indemnity, including the advancement of expenses, to the directors and
certain officers of the Registrant against liabilities incurred in the
performance of their duties to the fullest extent permitted by the General
Corporation Law of the State of Delaware. The disclosure contained in Item 5.02
below is incorporated by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 31, 2005, the Board of Directors of the Registrant appointed William
D. Martino to serve as the Registrant's Chief Operating Officer and President of
North America and Asia Operations.
Mr. Martino, age 59, served as President, Cooper Power Systems Division of
Cooper Industries from 1994 until December 31, 2004. The Cooper Power Systems
Division of Cooper Industries manufactures medium and high voltage electrical
equipment for sale to the electric utility industry. Mr. Martino served as Vice
President, Operations of the Crouse Hinds Division of Cooper Industries, a
manufacturer of electrical enclosures, lighting and wiring devices used in
hazardous locations, from 1989 until 1994. Mr. Martino also served as President
of the McEvoy-Willis Division of Smith International from 1981 to 1989 and held
various positions with General Electric Company from 1972 to 1981.
The Registrant and Mr. Martino entered into the Registrant's standard form of
indemnification agreement, which was filed as Exhibit 10.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2003. The
indemnification agreement provides indemnity, including the advancement of
expenses, to the directors and certain officers of the Registrant against
liabilities incurred in the performance of their duties to the fullest extent
permitted by the General Corporation Law of the State of Delaware.
Mr. Martino's initial annual base salary will be $300,000. Mr. Martino will
participate in the Registrant's Executive Incentive Bonus Plan, with a target
bonus percentage for fiscal year 2006 equal to 70% of his base salary. Mr.
Martino will be paid a guaranteed bonus of $35,000 for the remainder of fiscal
year 2005. The Registrant has agreed to pay customary, out-of-pocket expenses
incurred by Mr. Martino in connection with his relocation to the North Andover
area, including closing costs for the sale of his home in Wisconsin and the
purchase of a home in the North Andover area. The Registrant has also agreed to
provide Mr. Martino with temporary living expenses for up to six months and
amounts paid to Mr. Martino in connection with his relocation to the North
Andover area will include a gross up payment for income tax purposes. Mr.
Martino will be granted an incentive stock option for the purchase of 30,000
shares of the Registrant's Class A common stock under the Registrant's 2004
Stock Incentive Plan and will be eligible to participate in the Registrant's
Management Stock Purchase Plan. Mr. Martino will receive either a car leased by
the Registrant or a $1,050 monthly car allowance. Mr. Martino will also be
eligible to participate in the Registrant's customary employee benefit plans,
including medical insurance plans, life insurance plan, retirement savings plan
and pension plan. The Registrant will reimburse Mr. Martino for his
out-of-pocket cost of COBRA medical insurance coverage until he meets the
ninety-day eligibility requirement under the Registrant's medical insurance
plan.
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.
Date: October 31, 2005 WATTS WATER TECHNOLOGIES, INC.
By: /s/ William C. McCartney
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William C. McCartney
Chief Financial Officer