form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENTREPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 7,
2007
STERLING
CONSTRUCTION COMPANY, INC.
(Exact
name of Registrant as specified in its charter)
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)
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20810
Fernbush Lane
Houston,
Texas 77073
(Address
of principal executive offices)
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(281)
821-9091
(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:
□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
August
10, 2007, Maarten D. Hemsley, who has been the Chief Financial Officer of
Sterling Construction Company, Inc. (the "Company") for almost twenty
years, resigned as Chief Financial Officer, reflecting the culmination of a
long-term goal agreed by Mr. Hemsley and the Company's Board of Directors to
transition to a full-time, Houston-based chief financial officer. Mr.
Hemsley remains a director of the Company and will remain an employee through
October 31, 2007 to assist in the transition.
On
August
7, 2007, the Board of Directors of the Company elected James H. Allen, Jr.
a
Senior Vice President and, effective with Mr. Hemsley's resignation on August
10, 2007, Chief Financial Officer and Chief Accounting Officer of the
Company.
From
August 1966 to December 1996, Mr. Allen was at Arthur Andersen & Co.
including 19 years as a partner. In January 1997 he retired, but came
out of retirement from August 1999 to May 2002, to act as a business consultant
to investor groups, startups and small companies and again from May 2002 to
November 2005, to take the position of Vice President and Chief Financial
Officer of Continental Carbon Company, a privately-held manufacturer of carbon
black used primarily in the tire industry. None of the companies of
which Mr. Allen was an employee has any affiliation with the
Company. Mr. Allen is 66 years old and is a Certified Public
Accountant.
On
August
7, 2007, the Compensation Committee of the Board of Directors of the Company
approved a compensation package for Mr. Allen (contingent on his election by
the
Board of Directors of the Company as a Senior Vice President and, effective
August 10, 2007, Chief Financial and Chief Accounting Officer as described
above) that consists of $250,000 plus bonus to be subject to the achievement
of
personal goals and Company financial goals yet to be determined, and a five-year
stock option to acquire 13,707 shares of the Company's common stock that vests
in three substantially equal annual installments on the first three
anniversaries of August 7, 2007 and is exercisable at a price per share equal
to
the closing price per share of the Company's common stock on August 7, 2007
on
the NASDAQ Global Select Market ($18.99). Mr. Allen will also be
reimbursed $1,000 a month for the cost to him of his existing health insurance
plan that he maintains on his own behalf. Mr. Allen's
compensation will be included in a formal, written employment agreement not
yet
finalized that will be disclosed in a subsequent report filed under the
Securities Exchange Act of 1934.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1
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Press
release dated August 9, 2007.
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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.
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Sterling
Construction Company, Inc.
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By:
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Patrick
T. Manning
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President
& Chief Executive Officer
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Dated:
August 10, 2007