Form 8-K STERLING CONSTRUCTION For: May 02
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): May 2, 2016
| STERLING CONSTRUCTION COMPANY, INC. |
(Exact name of registrant as specified in its charter)
| Delaware | 0-1941-3199350 | 25-1655321 | ||||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||||
| 1800 Hughes Landing, Suite 250 The Woodlands, Texas |
77380 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
| Registrant’s telephone number, including area code: (281) 214-0800 | ||||||
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)
□ 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On May 2, 2016, Sterling Construction Company, Inc. issued a press release announcing that it has commenced a public offering of 4,500,000 shares of its common stock, par value $0.01 per share, pursuant to an effective shelf registration statement. 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 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
| 99.1 | Press release, dated May 2, 2016. |
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.
| STERLING CONSTRUCTION COMPANY, INC. | ||
| Date: May 2, 2016 | By: |
/s/ Ron Ballschmiede |
| Ron Ballschmiede | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit Index
| Exhibit | Description |
| 99.1 | Press release, dated May 2, 2016. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
STERLING CONSTRUCTION COMPANY, INC.
ANNOUNCES PUBLIC OFFERING OF 4,500,000 SHARES
THE WOODLANDS, TX — May 2, 2016 — Sterling Construction Company, Inc. (NasdaqGS: STRL) (“Sterling” or the “Company”) announced today that, subject to market and other conditions, it intends to offer, subject to market and other conditions, 4,500,000 shares of its common stock, par value $0.01 per share, in an underwritten public offering. In connection with this offering, the Company expects to grant the underwriters a 30-day option to purchase up to 675,000 additional shares of common stock to cover any over-allotments. D.A. Davidson & Co. will serve as lead managing underwriter of the offering.
Mr. Paul Varello, Sterling’s CEO, intends to purchase $500,000 of common stock in this offering at the public offering price.
The Company intends to use the net proceeds of the offering for working capital, to repay indebtedness outstanding under the revolving loan portion of its equipment-based credit facility and for general corporate purposes.
The securities described above are being offered by the Company pursuant to a shelf registration statement which was filed with the Securities and Exchange Commission on April 4, 2014 and became effective on April 29, 2014. A preliminary prospectus supplement and the accompanying base prospectus describing the terms of the offering have been filed with the Securities and Exchange Commission and form part of the registration statement.
Copies of the preliminary prospectus supplement and accompanying base prospectus relating to this offering can be obtained at the SEC's website at http://www.sec.gov or from D.A. Davidson & Co. at 8 Third Street North, Great Falls, MT 59401 or by calling (800) 332-5915.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Sterling is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Colorado, Arizona, California, Hawaii, and other states where there are construction opportunities. Its transportation infrastructure projects include highways, roads, bridges, airfields and light rail. Its water infrastructure projects include water, wastewater and storm drainage systems.
This press release includes certain statements that fall within the definition of "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, including overall economic and market conditions, competitors' and customers' actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company's filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of management's belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management's belief, and the Company does not undertake to update publicly its predictions, whether as a result of new information, future events or otherwise.
| Contact: | Investor Relations Counsel: |
| Sterling Construction Company, Inc. | The Equity Group Inc. |
|
Jennifer Maxwell Director of Investor Relations |
Fred Buonocore 212-836-9607 Linda Latman 212-836-9609 |
| 281-951-3560 |