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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment
No. 2)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 0-14183
 Energy West, Incorporated
 (Exact name of registrant as specified in its charter)
 Montana
    
    81-0141785(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    Identification no.)
 1 First Avenue South
Great Falls, Montana 59401
 (Address of principal executive offices, including zip code)
 (406) 791-7500
 (Registrants telephone number, including area code)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon, par value $.15 per share
    
    Nasdaq Global Market
 
  o þ
 o þ
 þ o
 o
  Large accelerated Filer
o
    
    Accelerated Filer o
    
    Non-Accelerated Filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company
þ
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TABLE OF CONTENTS  PART IIIITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 13. Certain Relationships and Related Transactions and Director IndependenceITEM 14. Principal Accountant Fees and ServicesITEM 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-31.1EX-31.2    Table of Contents  Explanation of Amendment
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PART III


ITEM 10. Directors, Executive Officers and Corporate Governance


Board of Directors


Name
    
    Age
    
    Position
    
    Director SinceIan Abrams
    
    
    63
    
    
    Director
    
    
    2008W.E. Gene Argo
    
    
    66
    
    
    Director
    
    
    2002Steven A. Calabrese
    
    
    48
    
    
    Director
    
    
    2006Michael I. German
    
    
    58
    
    
    Director
    
    
    2008Mark D. Grossi
    
    
    55
    
    
    Director
    
    
    2005Richard M. Osborne
    
    
    63
    
    
    Chairman of the Board, Chief
Executive Officer
and Director
    
    
    2003James R. Smail
    
    
    61
    
    
    Director
    
    
    2007Thomas J. Smith
    
    
    64
    
    
    Vice President, Chief Financial
Officer and Director
    
    
    2003James E. Sprague
    
    
    48
    
    
    Director
    
    
    2006


Ian Abrams


W. E. Gene Argo


Steven A. Calabrese


Michael I. German


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Mark D. Grossi
 Richard M. Osborne
 Thomas J. Smith
 James R. Smail
 James E. Sprague
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Executive Officers
 Name
    
    Age
    
    PositionKevin J. Degenstein
    
    
    49
    
    
    President and Chief Operating OfficerThomas J. Smith*
    
    
    64
    
    
    Vice President and Chief Financial
Officer and DirectorJames W. Garrett
    
    
    54
    
    
    Vice President of Business DevelopmentDavid C. Shipley
    
    
    46
    
    
    Vice President of Eastern OperationsJed D. Henthorne
    
    
    48
    
    
    Vice President of Administration
 
 *
    
    Biographical information for Mr. Smith can be found under Board of Directors. Kevin J. Degenstein
 James W. Garrett
 David C. Shipley
 Jed D. Henthorne
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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
 Code of Business Conduct and Ethics
 
    
    honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships,
    
    full, fair, accurate, timely and understandable disclosure in public reports,
    
    compliance with applicable governmental laws rules and regulations,
    
    prompt internal reporting of code violations to an appropriate person identified in
the code, and
    
    accountability for adherence to the code.
 www.ewst.com
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##### Table of Contents



Audit Committee Report www.ewst.com
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##### Table of Contents



Audit Committee
 James E. Sprague, Chairman  Mark D. Grossi  James R. Smail
 
 ITEM 11. Executive Compensation
 Summary Compensation Table
 Option
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Richard M. Osborne
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    24,000Chairman and Chief
Executive
Officer(1)Kevin J. Degenstein,
    
    
    2008
    
    
    
    157,500
    
    
    
    10,000
    
    
    
    
    
    
    
    7,225
    
    
    
    174,725President and Chief
Operating Officer(2)
    
    
    2007
    
    
    
    117,692
    
    
    
    2,000
    
    
    
    
    
    
    
    24,645
    
    
    
    144,337David C. Shipley,
    
    
    2008
    
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    
    16,226
    
    
    
    146,226Vice President of
Eastern
Operations(3)David A. Cerotzke,
    
    
    2008
    
    
    
    91,697
    
    
    
    119,000
    
    
    
    
    
    
    
    247,368
    
    
    
    458,065Former President and
Chief Executive
Officer(4)
    
    
    2007
    
    
    
    170,129
    
    
    
    121,000
    
    
    
    
    
    
    
    6,806
    
    
    
    332,954
 
 (1)
    
    Mr. Osborne was appointed our chief executive officer in November 2007. Mr. Osborne does not
receive compensation for service as our chairman and chief executive officer. All other
compensation consists of fees paid to Mr. Osborne for service as a director.(2)
    
    In 2007, all other compensation includes $21,008 for the aggregate incremental cost of relocation
expenses and temporary housing expenses incurred after Mr. Degenstein joined Energy West in September 2006. Mr. Degensteins employment
agreement provided for relocation expenses and temporary housing expenses of $20,000.(3)
    
    Mr. Shipley was appointed as our vice president of eastern operations in May 2007. All other
compensation includes $10,500 for relocation expenses. 8




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(4)
    
    Mr. Cerotzke resigned as our president and chief executive officer in August 2007. In 2008, all other
compensation includes severance payments of $238,700 and fees paid for service as a director after
Mr. Certotzkes resignation as an employee of Energy West. Employment and Separation Agreements
 Kevin J. Degenstein
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David A. Cerotzke
   Benefit Plans
 401(k) Plan
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Employee Stock Ownership Plan
 Retiree Health Plan
 Dividend Reinvestment Policy
 Outstanding Equity Awards at Fiscal Year End
 Director Compensation
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Fees Earned or
    
    
    
    
    
    All OtherPaid in Cash
    
    Stock Awards
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)Ian Abrams
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000W.E. Gene Argo
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000Steven A. Calabrese
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000Michael I. German
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    6,000Mark D. Grossi
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000James R. Smail
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000Thomas J. Smith*
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    8,000James E. Sprague
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    24,000
 
 *
    
    Compensation received by Mr. Smith for service on the board before his appointment as vice
president and chief financial officer in November 2007. 
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Principal Shareholders and Management
 Beneficial Ownership(1)Names and Address(2)
    
    Shares
    
    Stock Options(3)
    
    Total
    
    PercentageRichard M. Osborne(4)
    
    
    922,271
    
    
    
    
    
    
    
    922,271
    
    
    
    21.2
    %Steven A. Calabrese(5)
    
    
    211,496
    
    
    
    
    
    
    
    211,496
    
    
    
    4.9
    %James R. Smail(6)
    
    
    32,550
    
    
    
    
    
    
    
    32,550
    
    
    
    *David A. Cerotzke(7)
    
    
    26,554
    
    
    
    
    
    
    
    26,554
    
    
    
    *P.O. Box 6427
Great Falls MT 59406Thomas J. Smith
    
    
    7,875
    
    
    
    
    
    
    
    7,875
    
    
    
    *Ian Abrams
    
    
    5,050
    
    
    
    
    
    
    
    5,050Mark D. Grossi
    
    
    4,860
    
    
    
    
    
    
    
    4,860
    
    
    
    *W.E. Gene Argo
    
    
    1,275
    
    
    
    
    
    
    
    1,275
    
    
    
    *Michael I. German
    
    
    1,000
    
    
    
    
    
    
    
    1,000
    
    
    
    *James E. Sprague
    
    
    465
    
    
    
    
    
    
    
    465
    
    
    
    *Kevin J. Degenstein(8)
    
    
    340
    
    
    
    
    
    
    
    340
    
    
    
    *David C. Shipley(9)
    
    
    93
    
    
    
    
    
    
    
    93
    
    
    
    *All
directors and executive officers as a group (13 individuals)
    
    
    1,205,282
    
    
    
    7,500
    
    
    
    1,212,782
    
    
    
    27.8
    %
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*
    
    Less than 1%(1)
    
    Unless otherwise indicated, we believe that all persons named in the table have sole investment
and voting power over the shares of stock owned.(2)
    
    Unless otherwise indicated, the address of each of the beneficial owners identified is c/o
Energy West, Incorporated, 1 First Avenue South, Great Falls, Montana 59401.(3)
    
    Shares of common stock the beneficial owners have the right to acquire through stock options
that are or will become exercisable within 60 days.(4)
    
    Shares owned by the Richard M. Osborne Trust, an Ohio trust of which Mr. Osborne is sole
trustee.(5)
    
    Includes (1) 57,580 shares held by the Steven A. Calabrese Profit Sharing Trust, an Ohio trust
of which Mr. Calabrese is co-trustee, (2) 16,646 shares held by CCAG Limited Partnership, an Ohio
limited partnership of which Mr. Calabrese is the president and only member of the board of
directors, and (3) 17,100 shares held by Mr. Calabreses minor children. Mr. Calabrese disclaims
beneficial ownership of the shares held by his minor children.(6)
    
    Shares are held by J.R. Smail, Inc., an Ohio corporation of which Mr. Smail is chairman and
sole shareholder.(7)
    
    Includes (1) 16,000 shares held by the David A. Cerotzke Living Trust dated April 9, 2002,
(2) 1,087 shares in our 401(k) plan, of which, pursuant to the terms of the plan, each participant
has the right to direct the voting of the shares held by the plan, (3) 19 shares held directly in
accordance with our dividend reinvestment policy, and (4) 109 shares in stock equivalents received
as a board member pursuant to the policy that allowed directors to defer payment of fees in stock
prior to his appointment as president and chief executive officer.(8)
    
    Shares are held in our 401(k) plan. Pursuant to the terms of the plan, each participant has
the right to direct the voting of the shares held by the plan.(9)
    
    Shares are held in our 401(k) plan. Pursuant to the terms of the plan, each participant has
the right to direct the voting of the shares held by the plan. Equity Compensation Plan Information
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Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    for future issuancesecurities
    
    
    
    
    
    under equityto be issued upon
    
    Weighted-average
    
    compensation plansexercise of
    
    exercise price of
    
    (excluding securitiesoutstanding options,
    
    outstanding options,
    
    reflected in the firstPlan category
    
    warrants and rights
    
    warrants and rights
    
    column)Equity compensation
plans approved by
security holders*
    
    
    166,953
    
    
    $
    9.10
    
    
    
    75,547Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    166,953
    
    
    $
    9.10
    
    
    
    75,547
 
 *
    
    Includes 150,000 shares available for future issuance to our directors pursuant to the policy that
permitted directors to defer payment of fees in stock for service as a director, 147,953 shares of
which have been issued or allocated for issuance pursuant to the policy. 
 ITEM 13. Certain Relationships and Related Transactions and Director Independence
 Certain Relationships and Related Transactions
 
    
    Richard M. Osborne, our chairman of the board and chief executive officer, has invested
approximately $518,000 and owns an 18.2% membership interest in Kykuit.
 
    
    Steven A. Calabrese, a member of our board of directors, has an interest in Kykuit as a
result of his involvement with CCAG Limited Partnership (CCAG) and R.C. Enterprises &
Development, LLC (R.C. Enterprises). CCAG and R.C. Enterprises are members of Kykuit, each owning
approximately a 5.5% membership interest in Kykuit and each having invested approximately
$156,750. Mr. Calabreses interest arises from his position as president of TGF Corporation,
the general partner of CCAG, and as managing member of R.C. Enterprises.
 
    
    John D. Oil and Gas Company, a publicly-held oil and gas exploration company, is the
managing member of Kykuit and owns 19% of the membership interests. Mr. Osborne is the
chairman of the board and chief executive officer of John D. Oil and Gas Company, and Energy
West directors Mr. Calabrese, Mark D. Grossi, James R. Smail and Thomas J. Smith are directors
of John D. Oil and Gas Company.
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
    
    on terms at least as favorable as those that we would be able to obtain from
unrelated parties,
    
    for bona fide business purposes, and
    
    reviewed and approved by the audit committee or other independent directors in
accordance with the Montana Business Corporation Act after full disclosure of the
existence and nature of the conflicting interest in the related party transaction by
the director involved in the transaction.
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Director Independence
 
 ITEM 14. Principal Accountant Fees and Services
  2008
    
    2007Audit Fees
    
    $
    277,000
    
    
    $
    137,280Audit-Related Fees
    
    
    19,000
    
    
    
    21,923Tax Fees
    
    
    34,000
    
    
    
    40,588All Other Fees
    
    
    -0-
    
    
    
    12,159Total
    
    $
    333,000
    
    
    $
    211,950
 Audit Fees.
 Audit-Related Fees.
 Tax Fees.
 All Other Fees.
  
 ITEM 15.
Exhibits and Financial Statement Schedules
 31.1
    
    Principal Executive Officers Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 200231.2
    
    Principal Financial Officers Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
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SIGNATURES
  ENERGY WEST, INCORPORATED(Registrant)Date
November 12, 2008
    
    /s/ Thomas J. Smith

By: Thomas J. Smith, Vice President and ChiefFinancial Officer
  RICHARD M. OSBORNE*
    
    Chairman of the Board, ChiefRichard M. Osborne
    
    Executive Officer and Director
    
    November 12, 2008/s/ Thomas J. Smith
    
    Vice President and ChiefThomas J. Smith
    
    Financial Officer
    
    November 12, 2008IAN ABRAMS*Ian Abrams
    
    Director
    
    November 12, 2008W.E. ARGO*W.E. Argo
    
    Director
    
    November 12, 2008STEVEN A. CALABRESE*Steven A. Calabrese
    
    Director
    
    November 12, 2008MICHAEL I. GERMAN*Michael I. German
    
    Director
    
    November 12, 2008MARK D. GROSSI*Mark D. Grossi
    
    Director
    
    November 12, 2008JAMES R. SMAIL*James R. Smail
    
    Director
    
    November 12, 2008JAMES E. SPRAGUE*James E. Sprague
    
    Director
    
    November 12, 2008*/s/ Thomas J. Smith

By: Thomas J. SmithAttorney-in-Fact
 17