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): January 30, 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.
On January 30, 2006, the Board of Directors of RGC Resources,
Inc. (the "Company") approved the Compensation Committee's
bonuses in respect of 2005 and salaries in effect during 2006
for the executive officers of the Company. Under the Company's
Amended and Restated Stock Bonus Plan (the "Plan"), executive
officers are encouraged to own a position in the Company's
common stock of at least 50% of the value of their annual
salary. The Plan provides that officers with stock ownership
positions below 50% of the value of their annual salaries
must, unless otherwise approved by the Compensation Committee,
receive no less than 50% of any such bonus in the form of
Company stock.
The approved 2005 bonuses and 2006 salaries for the Company's
executive officers are set forth below:
Officer Title Bonus Salary
John B. Williamson, III Chairman, President $110,000 $275,000
and CEO
John S. D'Orazio Vice President and COO - 26,000 127,000
Roanoke Gas Company
Howard T. Lyon Vice President, Treasurer 26,000 114,000
and Controller
Dale P. Moore Vice President and 22,000 99,000
Secretary
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 31, 2006, RGC Resources, Inc. issued a press
release announcing the first quarter results for the quarter
ending December 31, 2005. A copy of this press release is
attached hereto as Exhibit 99.1 and is hereby incorporated by
reference. The information in this Current Report, including
the Exhibit attached hereto, shall not be deemed "filed" for
purposes of Section 18 of the Securities Act of 1934, nor
shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly
set forth by specific reference to such filing.
ITEM 8.01. OTHER EVENTS.
RGC Resources, Inc. issued a press release on January 30,
2006, announcing, among other things, the reelection of three
Directors at its annual meeting of shareholders held on
January 30, 2006. A copy of the press release is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
The information disclosed under this Item, including such
Exhibit 99.2, shall not be deemed "filed" for purposes of
Section 18 of the Securities Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth
by specific reference to such filing.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.
99.1 Press Release dated January 31, 2006.
99.2 Press Release dated January 30, 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: February 1, 2006 By: s/Howard T. Lyon
Howard T. Lyon
Vice-President, Treasurer and Controller
(Principal Financial Officer)