form8k.htm
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): March 16, 2011
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STERLING CONSTRUCTION COMPANY, INC.
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(Exact name of registrant as specified in its charter)
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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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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)
□ 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 2.02 Results of Operations and Financial Condition.
On March 16, 2011, the Company issued a press release announcing operating results for its fourth quarter and year ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2011, the Company issued a press release announcing that effective March 17, 2011, the Board of Directors of Sterling Construction Company, Inc. (the "Company") elected Elizabeth D. Brumley Chief Accounting Officer. Ms. Brumley replaces James H. Allen, Jr. in the Chief Accounting Officer position. Mr. Allen remains the Company's Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.2.
Ms. Brumley is 52 years of age and has more than thirty years of finance and accounting experience with public accounting firms and publicly-held companies. Most recently, from November, 2005 through June, 2010 she was with Bristow Group Inc. serving in various roles, the most recent of which was as the Company’s Vice President-Finance and Chief Financial Officer. Bristow Group Inc. is listed on the New York Stock Exchange and is a leading global provider of helicopter services to the worldwide offshore energy industry. Prior to that she held controller and accounting positions with several Houston-based corporations. None of the companies for which Ms. Brumley has worked is in any way affiliated with the Company. From 1981 to 1987, Ms. Brumley worked at Arthur Andersen LLP rising to the position of Senior Auditor. Ms. Brumley holds a BA in English and a Master of Accounting from Rice University, and is a certified public accountant in the State of Texas.
In accordance with General Instruction B.2. of Form 8-K, neither of the two press releases (Exhibits 99.1 and 99.2) shall be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934 or otherwise subject to the liabilities of that section, and such information and exhibits shall not be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934 or under the Securities Act of 1933 except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit Number
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Description
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Press release, dated March 16, 2011 (furnished herewith)
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Press release, dated March 17, 2011 (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: March 17, 2011 Sterling Construction Company, Inc.
/s/ Roger M. Barzun
Roger M. Barzun
Senior Vice President
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Exhibit Index
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Exhibit Number
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Description
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Press release, dated March 16, 2011 (furnished herewith)
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Press release, dated March 17, 2011 (furnished herewith)
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