form_s-8.htm


As filed with the Securities and Exchange Commission on May 13, 2009
 
Registration No. 333-88224
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
—————————————
STERLING CONSTRUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
25-1655321
(I.R.S. Employer
Identification No.)
20810 Fernbush Lane
Houston, Texas
(Address of principal executive offices)
 
77073
(Zip Code)
Sterling Construction Company, Inc.
1998 Stock Incentive Plan
(Full title of the plan)
Roger M. Barzun
General Counsel
20810 Fernbush Lane
Houston, Texas 77073
(Name and address of agent for service)
(281) 821-9091
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
[ ] Large accelerated filer
[√] Accelerated filer
[ ] Non-accelerated filer (Do not check if a smaller reporting company)
[ ] Smaller reporting company
 


Explanatory Note
 
Pursuant to a registration statement on Form S-8 (Registration No. 333-88224) Sterling Construction Company, Inc. (the "Company") registered 700,000 shares of its common stock, $0.01 par value per share, issuable pursuant to its 1998 Stock Incentive Plan (the "Plan.")
 
All options granted under the Plan have either expired or been exercised, and no more stock options or stock grants will be made under the Plan.  Pursuant to an undertaking made by the Company in the registration statement, the Company is filing this Post-Effective Amendment No. 1 for the purpose of removing from registration those shares of common stock not issued under the Plan.
 


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas on May 13, 2009.
 
Sterling Construction Company, Inc.

 
By:/s/ Patrick T. Manning                                                                
Patrick T. Manning
Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
 
/s/ Patrick T. Manning                                                      
Patrick T. Manning
 
Chairman of the Board of Directors; Chief Executive Officer
(principal executive officer)
 
May 13, 2009
 
/s/ Joseph P. Harper, Sr.                                                      
Joseph P. Harper, Sr.
 
President & Chief Operating Officer; Director
 
May 13, 2009
 
/s/ James H. Allen, Jr.                                                      
James H. Allen, Jr.
 
Senior Vice President & Chief Financial Officer; (principal accounting and principal financial officer)
 
May 13, 2009
 
/s/ Maarten D. Hemsley                                                      
Maarten D. Hemsley
 
Director
 
May 13, 2009
 
/s/ John D. Abernathy                                                      
John D. Abernathy
 
Director
 
May 13, 2009
 
/s/ Robert W. Frickel                                                      
Robert W. Frickel
 
Director
 
May 13, 2009
 
/s/ Donald P. Fusilli, Jr.                                                      
Donald P. Fusilli, Jr.
 
Director
 
May 13, 2009
 
/s/ Christopher H. B. Mills                                                      
Christopher H. B. Mills
 
Director
 
May 13, 2009
 
/s/ Milton L. Scott                                                      
Milton L. Scott
 
Director
 
May 13, 2009
 
/s/ David R. A. Steadman                                                      
David R. A. Steadman
 
Director
 
May 13, 2009