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): October 27, 2006
STERLING CONSTRUCTION COMPANY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-31993
(Commission
File Number)
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25-1655321
(IRS Employer Identification
Number) |
20810 Fernbush Lane
Houston, Texas 77073
(Address of principal executive offices)
(281) 821-9091
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On October 27, 2006, Sterling Construction Company, Inc. (the Company) and its wholly-owned
subsidiary, Steel City Products, LLC (SCP) entered into and simultaneously consummated an
agreement with The Bostwick-Braun Company of Toledo, Ohio, a privately-owned distributor of
hardware and related items founded in 1855 (Bostwick) for the sale to Bostwick of substantially
all of the assets and business of SCP. The agreement provides for payment of $4,590,000 at
closing, subject to subsequent adjustment based on SCPs working capital at closing; the issuance
by Bostwick of a two-year, 8% promissory note in the amount of $650,000; and the assumption by
Bostwick of all but enumerated liabilities of SCP, including bank debt, existing claims, and taxes
for past periods. The agreement also contains indemnities by the parties for breaches of
representations, warranties and covenants.
It is anticipated that following repayment of SCPs bank debt and the satisfaction of the
liabilities not assumed by Bostwick in the transaction, the Company will realize net proceeds of
approximately $1.1 million. The sale is expected to result in a fourth-quarter 2006 pre-tax gain
of approximately $250,000, which will be largely sheltered from taxes by the Companys tax loss
carryforwards.
Item 8.01 Other Events
On October 30, 2006, the Company issued a press release announcing the sale of the assets and
business of its wholly-owned subsidiary, Steel City Products, LLC. A copy of the press release is
filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
99.1
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Press Release dated October 30, 2006 announcing the closing of the sale of the assets and
business of Steel City Products, LLC. |
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.
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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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Dated: November 1, 2006