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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): May 1, 2005
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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
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
519 Kimball Ave., N.E.
Roanoke, Virginia 24016
(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 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
As of May 1, 2005, RGC Resources, Inc. (the "Company") entered
into a Change in Control Agreement with each of Mr. Howard T.
Lyon and Ms. Dale P. Moore 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 his or
her employment with the Company is terminated within 24 months of
the date of a Change in Control, unless the termination is (a)
because of his or her death or disability, (b) for Cause (as
defined in the agreement) or (c) by him or her other than for
Good Reason (as defined in the agreement), then he or she will
receive a severance payment equal to 1.5 times his or her 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 or her 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 or her
death, or his or her full-time employment. The agreement does not
require Mr. Lyon or Ms. Moore to seek employment to mitigate any
payments or benefits provided thereunder. Mr. Lyon is
Vice-President, Treasurer and Controller of the Company. Ms.
Moore is Vice President and Secretary of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description of Document
10.1 Change in Control Agreement between RGC Resources, Inc. and
Howard T. Lyon dated as of May 1, 2005
10.2 Change in Control Agreement between RGC Resources, Inc. and Dale
P. Moore dated as of May 1, 2005
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.
By s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and Controller
(Principal Financial Officer)
Date: May 2, 2005