Orion Marine Group Inc - Amended Current report filing (8-K/A)
14 Mayo 2008 - 9:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 29,
2008
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
|
333-145588
|
26-0097459
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
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)
|
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))
|
Item
9.01
|
Financial
Statements and Exhibits
|
On March
4, 2008, Orion Marine Group, Inc. (the
“Company”
) filed a Current
Report on Form 8-K reporting the completion of the purchase by the Company of
substantially all of the assets of Subaqueous Services, Inc. (Items 1.01 and
2.01).
Item 1.01
Entry
Into a Material Definitive Agreement
This amendment No. 2 provides the
Lease Agreement referenced in Item 1.01 and 2.01 of the Current Report on Form
8-K.
Item
9.01 Financial
Statements and Exhibits
(a) Exhibits
Exhibit
No.
Description
2.01
|
Purchase
Agreement by and among Lance Young and Orion Marine Group, Inc., dated
February 29, 2008
(previously filed as an
exhibit to this Current Report on Form 8-K on March 4, 2008 and as an
exhibit to Amendment No. 1 to this Current Report on Form 8-K/A filed on
May 13, 2008)
|
10.1.1
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First
Amendment to Loan Agreement dated February 29, 2008, among the Company,
the lenders party thereto and Amegy National Association, a national
banking association, as agent
(previously filed as an
exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008 filed on May 8, 2008 and as an exhibit to Amendment
No. 1 to this Current Report on Form 8-K/A filed on May 13,
2008)
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10.22*
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Lease
Agreement dated February 29, 2008 between Subaqueous Services, LLC and
Hill Street, LLC
|
99.1
|
Orion
Marine Group, Inc. press release dated February 29, 2008 announcing the
acquisition of substantially all of the assets of Subaqueous Services,
Inc.
(previously filed
as an exhibit to this Current Report on Form 8-K on March 4,
2008)
|
99.2
|
Audited
financial statements of Subaqueous Services, Inc. as of December 31, 2007
and for the year then ended
(previously
filed as an exhibit to Amendment No. 1 to this Current Report on Form
8-K/A filed on May 13, 2008)
|
99.3
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Unaudited
pro forma condensed combined balance sheet as of December 31, 2007 and
unaudited pro forma condensed combined statements of income for the year
ended December 31, 2007 of Orion Marine Group, Inc. and Subaqueous
Services, Inc.
(previously filed as an
exhibit to Amendment No. 1 to this Current Report on Form 8-K/A filed on
May 13, 2008)
|
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/ Mark R.
Stauffer________
By: Mark
R. Stauffer
Title: Chief
Financial Officer
Date: May 14, 2008
EXHIBIT
INDEX
Exhibit
No.
Description
|
Lease Agreement
dated February 29, 2008 between Subaqueous Services, LLC and Hill Street,
LLC
|
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