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 27, 2005
STERLING CONSTRUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31993
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25-1655321 |
(State or other
jurisdiction of
Incorporation)
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(Commission file number)
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(IRS Employer Identification No.) |
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20810 Fernbush Lane
Houston, Texas
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77073 |
(Address of principal executive offices)
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(Zip code) |
(281) 821-9091
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
On December 27, 2005, Sterling Construction Company, Inc. (the Company) entered into a Note
Prepayment Agreement (the Agreement) with certain of the holders of its 12%, five-year
subordinated promissory notes (the Noteholders) issued in November and December 2004 (the
Notes.)
The Noteholders include Patrick T. Manning, Joseph P. Harper, Sr., Maarten D. Hemsley, each of whom
is a director and executive officer of the Company, as well as certain officers of the Companys
subsidiary, Sterling General, Inc.
The Notes have an aggregate outstanding principal balance as of December 31, 2005 of $5,034,833 and
may be prepaid in whole or in part in cash at any time and from time to time without the consent of
the Noteholders. The Agreement grants the Company the option to prepay $2,447,697 of the
outstanding balance in shares of the Companys common stock (the Common Stock.) The option
expires March 30, 2006.
If the Company exercises its option, the number of shares to be issued to the Noteholders will be
based either on the price at which shares of Common Stock are sold in the Companys currently
proposed public offering (the Offering,) or if the Offering is not consummated prior to February
28, 2006, on the closing market price of the Common Stock on February 28, 2006. The remaining
principal balance of the Notes as well as interest accrued to the date of prepayment would be paid
in cash.
The foregoing summary of the Agreement is qualified in its entirety by the Agreement itself, a
copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference thereto.
If the option is exercised, the portion of the Notes payable to directors and executive officers of
the Company in cash and the portion payable in Common Stock are as follows
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Common |
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Cash |
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Stock |
Name |
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Title |
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Portion |
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Portion |
Patrick T. Manning
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Chairman & Chief Executive Officer
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$ |
163,708 |
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$ |
154,884 |
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Joseph P. Harper, Sr.
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President & Chief Operating Officer
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$ |
1,355,233 |
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$ |
1,282,189 |
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Maarten D. Hemsley
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Chief Financial Officer
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$ |
93,112 |
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$ |
88,093 |
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Item 9.01. Financial Statements and Exhibits.
10.1 |
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Note Prepayment Agreement dated as of December 27, 2005 by and between Sterling Construction
Company, Inc. and the noteholders named therein. |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: December 28, 2005 |
Sterling Construction Company, Inc.
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By: |
/s/ Maarten D. Hemsley
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Maarten D. Hemsley |
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Chief Financial Officer |
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