form8k.htm
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): December 18,
2007
STERLING
CONSTRUCTION COMPANY, INC.
|
(Exact
name of registrant as specified in its charter)
Delaware
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1-31993
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25-1655321
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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20810
Fernbush Lane
Houston,
Texas
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77073
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(Address
of principal executive offices)
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(Zip
Code)
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|
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Registrant’s
telephone number, including area code: (281)
821-9091
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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 (see General Instruction A.2. below):
□
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
□
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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 142-2(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
1.01
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Entry
into a Definitive Material
Agreement
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On
December 18, 2007, Sterling Construction Company, Inc. (the "Company")
entered into an underwriting agreement (the "Underwriting Agreement")
with D. A. Davidson & Co. (the "Underwriter") providing for the
offer and sale in a firm commitment underwritten offering of 1,600,000 shares
of
the Company’s common stock, par value $0.01 per share ("Common Stock")
at a price to the public of $20.00 per share ($19.00 per share net of
underwriting discounts).
The
execution of the Underwriting Agreement and the pricing of the offering is
described in the Company's press release, dated December 19, 2007 as well as
in
its final prospectus dated December 18, 2007 (the "Prospectus")
that was filed on December 19, 2007 with the Securities and Exchange Commission
pursuant to Rule 424(b)(4) under the Securities Act of 1933. Pursuant
to the Underwriting Agreement, the Company has granted the Underwriter a
thirty-day option to purchase up to an additional 240,000 shares of Common
Stock
to cover over-allotments, if any.
In
the
Underwriting Agreement, the Company agrees to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities Act of 1933,
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
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Regulation
FD Disclosure
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On
December 19, 2007, the Company announced that it had priced its public offering
of 1,600,000 shares of Common Stock. The offering also includes
240,000 shares of Common Stock to be sold by the Company 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,
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 of 1933 or the Securities Exchange Act of 1934 except as shall
be
expressly set forth by specific reference in such a filing.
Item
9.01
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Financial
Statements and Other
Exhibits
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Exhibit
No.
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Description
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|
|
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Underwriting
Agreement dated December 18, 2007 between Sterling Construction Company,
Inc., and D. A. Davidson & Co. (filed herewith).
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|
|
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Press
Release, dated December 19, 2007 (furnished
herewith).
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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.
Date:
December 19, 2007
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Sterling
Construction Company, Inc.
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|
|
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/s/
Roger M. Barzun
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|
Roger
M. Barzun
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Senior
Vice President
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EXHIBIT
INDEX
Exhibit
No.
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Description
|
|
|
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Underwriting
Agreement dated December 18, 2007 between Sterling Construction Company,
Inc., and D. A. Davidson & Co. (filed herewith).
|
|
|
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Press
Release, dated December 19, 2007 (furnished
herewith).
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