apr152008_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment No. 1 to
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 11, 2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(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:
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)
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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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Explanatory
Note
On April 15, 2008, Orion Marine Group, Inc. (the "Company") filed a Current
Report on Form 8-K (the "Original Filing") to report on Item 5.02 that on April
11, 2008, the Compensation Committee of the Company's Board of Directors (the
"Board") approved, and the Board ratified, an amendment to the Employment
Agreement dated April 2, 2007 (effective as of May 17, 2007) between the Company
and J. Michael Pearson, the Company’s President and CEO (“Employment
Agreement”). This Amendment No. 1 to the Current Report on Form 8-K/A
amends the Original Filing to provide the exhibit referenced herein, which was
not available at the time of the Original Filing.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On April
11, 2008, the Compensation Committee of the Company’s Board approved, and the
Board ratified, an amendment to the Employment Agreement dated April 2, 2007
(effective as of May 17, 2007) between the Company and J. Michael
Pearson, the Company’s President and CEO. The amendment extends the
initial term of the Employment Agreement for an additional year, with such
initial term now expiring on May 17, 2010, instead of the original
initial term expiration date of May 17, 2009. In addition, the
Employment Agreement was updated to reflect Mr. Pearson’s current base salary of
$400,000, which was approved by the Compensation Committee earlier. Mr. Pearson
has indicated his agreement to the Employment Agreement amendment, and the
amendment will be executed shortly and will be effective as of April 11.
2008.
All other
terms and conditions of the Employment Agreement remain in effect without
modification, including the parties’ option to mutually extend the Employment
Agreement upon expiration of its initial term.
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.
ORION MARINE GROUP, INC.
_/s/ J. Cabell Acree,
III
By: J.
Cabell Acree, III
Title: Vice
President, General Counsel and Secretary
EXHIBIT
INDEX
Exhibit
No. Description
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*10.1
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Amendment
No. 1 to Employment Agreement with J. Michael
Pearson
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* filed
herewith