8-K 1 a202005058-k.htm FORM 8-K

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): May 5, 2020

STERLING CONSTRUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE |  | 001-31993 |  | 25-1655321
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)
1800 Hughes Landing Blvd. The Woodlands, Texas |  |  |  | 77380
(Address of principal executive offices) |  |  |  | (Zip Code)
Registrant’s telephone number, including area code: (281) 214-0800

Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per share | STRL | The NASDAQ Stock Market LLC
(Title of Class) | (Trading Symbol) | (Name of each exchange on which registered)

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):
¨ | 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)
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 of this chapter). |
Emerging growth company | ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨

Explanatory Note
On October 2, 2019, Sterling Construction Company, Inc. (the “Company) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the completion of its acquisition (the “Acquisition”) on October 2, 2019 of all of the issued and outstanding shares of capital stock of LK Gregory Construction, Inc. and Plateau Excavation, Inc., and all of the issued and outstanding equity interests in DeWitt Excavation, LLC (collectively, “Plateau”).
On October 21, 2019, the Company filed an amendment to the Original Form 8-K that included:

• | The audited combined financial statements of Plateau as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018;

• | The unaudited combined financial statements of Plateau as of and for the six months ended June 30, 2019 and 2018; and

• | The unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2019 and for the year ended December 31, 2018 with respect to the Acquisition.

Item 8.01 | Other Events.

This Current Report on Form 8-K includes the following additional financial information:

• | The unaudited combined financial statements of Plateau as of and for the nine months ended September 30, 2019 and 2018; and

• | The unaudited pro forma condensed combined financial information for the year ended December 31, 2019

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits
The following exhibits are filed with this 8-K:

Exhibit Number |  | Description
99.1 |  | Unaudited combined financial statements of Plateau as of and for the nine months ended September 30, 2019 and 2018
99.2 |  | Unaudited pro forma condensed combined statement of operations of Sterling Construction Company, Inc. for the year ended December 31, 2019

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.

|  | STERLING CONSTRUCTION COMPANY, INC.
Date: | May 5, 2020 | By: | /s/ Ronald A. Ballschmiede
|  |  | Ronald A. Ballschmiede
|  |  | Chief Financial Officer