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 1, 2009
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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In March 2009, after due deliberation, the Board of Directors of
Orion Marine Group, Inc. (the "Company") authorized management to pursue the
transfer of the listing of the Company's common stock from the Nasdaq Stock
Market LLC ("NASDAQ") to the New York Stock Exchange ("NYSE"), and the Company
has filed an application to list its common stock on the NYSE. The Company
anticipates that its common stock will begin trading on the NYSE on May 14,
2009, and that the withdrawal of the Company's listing on NASDAQ will become
effective on the same date.
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Other
Events
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On May 1, 2009, the Company issued a press release
announcing its plans to list its common shares on the
NYSE . A copy of its press release is filed as Exhibit 99.1 to
this Form 8-K 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 under 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 or the Securities Exchange Act except as shall be
expressly set forth by specific reference in such a filing.
Item
9.01 Financial
Statements and Exhibits
Exhibits
Exhibit
No. Description
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Press
Release issued May 1, 2009 (filed
herewith)
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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.
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Date
May 1, 2009
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By:
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/s/ Mark R. Stauffer | |
| Name Mark R. Stauffer | |||
| Title Executive Vice President and Chief Financial Officer | |||
Exhibit
No. Description
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Press
Release issued May 1,
2009
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