form8k_nov242008.htm
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): November 24,
2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
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333-145588
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26-0097459
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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12550
Fuqua St.
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(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:
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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Pre-commencement
communications pursuant to Rule 14d-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
1.01
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Entry
into Material Definitive Agreement
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Entry
into Material Definitive Agreement
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On
November 24, 2008, the Company’s Board of Directors (“Board”) and its Nominating
and Governance Committee approved a new form of indemnity agreement (attached as
an exhibit to this filing) for the Directors and certain Officers of the
Company. The Company has entered separate indemnity agreements, based upon such
form, with each of the Directors and the Company’s Chief Executive Officer,
Chief Financial Officer, and General Counsel, as of November 24, 2008
(collectively, “Indemnity Agreements”). With respect to the Directors, these new
indemnity agreements are cast as amendments to and restatements of previous
indemnity agreements for such Directors entered by the Company in May 2007,
before the Company was a public reporting company. The Chief Financial Officer
and the General Counsel previously did not have indemnity agreements with the
Company.
The
Indemnity Agreements provide for indemnification of the Company Directors and
such Officers to the maximum extent permitted by applicable law, as does the
Company’s Amended and Restated Certificate of Incorporation. Moreover, the
Indemnity Agreements contain provisions providing for the advancement of
expenses by the Company to indemnitees, the Company’s maintenance of Director
and Officer liability insurance, continuation of contractual indemnity rights in
connection with change of control transactions involving or affecting the
Company, and contribution provisions allocating liabilities in the event that
certain indemnification provisions are not available to a Director or any such
Officer. The foregoing description of the terms and conditions of the Indemnity
Agreements is only a summary, which is qualified in its entirety by reference to
the form of indemnity agreement attached hereto as an exhibit.
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.
ORION
MARINE GROUP, INC.
_/s/ J. Cabell Acree,
III
By: J.
Cabell Acree, III
EXHIBIT
INDEX
Exhibit No.
Description
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Form
of Indemnity Agreement for Directors and Certain
Officers
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Filed
herewith