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): June 8, 2006
STERLING CONSTRUCTION COMPANY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-31993
(Commission
File Number)
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25-1655321
(IRS Employer
Identification Number) |
20810 Fernbush Lane
Houston, Texas 77073
(Address of principal executive offices)
(281) 821-9091
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Definitive Material Agreement
As described in its press release, dated June 9, 2006, and in its final prospectus, dated June
9, 2006 and filed on June 9, 2006 (the “Prospectus”), with the Securities and Exchange Commission
pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”),
Sterling Construction Company, Inc. (the “Company”) and the selling stockholders named therein (the
“Selling Stockholders”) entered into an underwriting agreement on June 8, 2006 (the “Underwriting
Agreement”) with D.A. Davidson & Co. (the “Underwriter”) providing for the offer and sale in a firm
commitment underwritten offering of 300,000 shares of the Company’s common stock, par value $0.01
per share (the “Common Stock”), sold by the Selling Stockholders at a price to the public of $25.00
per share ($24.06 per share, net of underwriting discounts). Pursuant to the Underwriting
Agreement, the Selling Stockholders have granted the Underwriter a 30-day option to purchase up to
an additional 45,000 shares of the Company’s Common Stock to cover over-allotments, if any.
In the Underwriting Agreement, the Company and the Selling Stockholders have agreed to
indemnify the Underwriter against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriter may be required to make because of any of those
liabilities.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 9, 2006, the Company announced that the Selling Stockholders had priced a public
offering of 300,000 shares of Common Stock. The offering also includes 45,000 shares of Common
Stock to be sold by the Selling Stockholders to cover over-allotments, if any. A copy of the press
release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed
“filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information and exhibit be deemed
incorporated by reference into any filing under the Securities Act or the Securities Exchange Act
of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Other Exhibits
(c) Exhibits
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated June 8, 2006, among Sterling
Construction Company, Inc., the selling stockholders named on
Annex I thereto, and D.A. Davidson & Co. |
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99.1
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Press Release, issued June 9, 2006. |