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): January 31, 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
(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:
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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)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure
On February 1, 2006, Sterling Construction Company, Inc. (the “Company”) issued a press
release announcing that Davidson & Co. and Morgan Joseph & Co. Inc., the underwriters of the
Company’s recent public offering, exercised their over-allotment option to purchase all of the
303,263 additional shares of common stock, par value $0.01 per share. The option was granted in
connection with a firm commitment underwritten offering that closed on January 25, 2006. A copy
of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
This report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy these securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction.
The information furnished in this Form 8-K is not deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, is not subject to the liabilities of that section and is not
deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Other Exhibits
(c) Exhibits
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| Exhibit No. |
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Description |
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99.1 |
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Press Release, issued February 1, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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/ Roger M. Barzun
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Name: |
Roger M. Barzun |
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Title: |
Vice President |
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Dated: February 1, 2006