UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) or (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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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)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange
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to
be so registered
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on
which each class is to be registered
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Common
Stock, par value $0.01 per share
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New
York Stock Exchange
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If this
Form 8-A relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. x
If this
Form 8-A relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. o
Securities
Act registration statement file number to which this form relates: Not
applicable.
Securities
to be registered pursuant to Section 12(g) of the Act:
None.
The New
York Stock Exchange (the “Exchange”) has approved the application of Orion
Marine Group, Inc. (the “Company”) for the listing of a total of 23,534,398
shares of the Company’s Common Stock, par value $0.01 per share (the “Common
Stock”). This registration statement is filed with the Securities and
Exchange Commission (the “SEC”) in connection with the application and approval
for commencement of trading on the Exchange.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description
of Registrant’s Securities to be Registered.
Common
Stock $0.01 Par Value
The
following description of the Company’s capital stock summarizes the material
terms and provisions of these securities. For the complete terms of
the Company’s capital stock, please refer to the Company’s Amended and Restated
Certificate of Incorporation and its Amended and Restated Bylaws, which are
available at the Company’s website, www.orionmarinegroup.com,
and at the SEC’s website (www.sec.gov) as
exhibits to the Company’s most recent Annual Report on Form 10-K, as
incorporated from the Company’s former Registration Statement on Form
S-1, which was filed with the SEC on August 20, 2007, as subsequently amended,
and as such exhibits have been subsequently amended and
supplemented.
GENERAL
The
Company is authorized to issue 50,000,000 shares of common stock, par value
$0.01 per share (“Common Stock”) and 10,000,000 of preferred stock, par value
$0.01 per share (“Preferred Stock”).
COMMON
STOCK
Voting
Rights. Each registered holder of Common Stock is entitled to
one vote for each share held on all matters submitted to a vote of the
stockholders of the Company. Directors are elected by a plurality of
the votes of the shares present in person or by proxy at the stockholders
meeting and entitled to vote in such election. When a quorum is
present at any meeting of the stockholders, any matter to be voted upon by the
stockholders at such meeting is decided by a majority of the votes and shares
present or represented and voting on the matter.
Dividends. Any
dividend on Common stock, if any, as may be declared by the Company’s Board of
Directors out of funds legally available therefor, is payable ratably in
proportion to the number of shares of Common Stock held by the holders of Common
Stock. Under its current credit facility, the Company is prohibited from
declaring or paying dividends.
Liquidation and
dissolution. Upon a liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company which may be available after the payment of all debts and
other liabilities, and after distribution in full of all preferential amounts
distributed to holders of any series outstanding of Preferred
Stock.
Foreign Ownership of
Stock. The Company is subject to and complies with the
applicable citizenship requirements of the Foreign Dredge Act of 1906, 46 USC
section 55109, as amended, the Merchant Marine Act of 1920, 46 USC section
55101, et. Seq., as amended, the Shipping Act of 1916, 46 USC section 50501, as
amended, and any other US maritime, shipping, and vessel regulations and laws
requiring or relating to the ownership or control of the Company for purposes of
owning and operating vessels in the US coastwise trade (collectively, the
“Maritime Laws”). The Company limits the percentage of the shares of
any class of the Company’s capital stock that is owned by a non-US citizen, in
order to comply with such requirements.
Transfer Agent and
Registrar. The transfer agent and registrar for the Common
Stock is American Stock Transfer & Trust Company.
PREFERRED
STOCK
The
Company’s Board of Directors is authorized to issue Preferred Stock from time to
time in one or more series and, with respect to each series of Preferred Stock,
to fix the number of shares to constitute the series and the rights and
preferences of the shares of any series so established, provided such actions
are compliant with The Delaware General Corporation Law.
No shares
of Preferred Stock are currently issued or outstanding.
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OTHER
PROVISIONS
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Directors. The
Company’s Board of Directors is divided into three classes of
directors. Each class consists, as nearly as may be possible, of
one-third of the total number of directors. At each annual meeting of
stockholders, successors to the class of directors whose terms expires at that
annual meeting are and will be elected for a three-year term. There
is no cumulative voting.
Indemnification of the Company’s
Directors and Officers. The Company is authorized to provide
indemnification of directors and officers to the extent permitted by
law. The Company also is a party to separate indemnity agreements
with its Directors and certain of its officers, and maintains director and
officer liability insurance with provides for protection of its directors and
officers against liability and cost which they may incur in such
capacity.
Stockholder action; Special Meetings
of Stockholders; Advance Notice Requirements. Any action
required or permitted to be taken by the Company’s stockholders at an annual
meeting or special meeting of stockholders may only be taken if it is properly
brought before the meeting and may not be taken by written action in lieu of a
meeting. The Company’s Bylaws provide that special meetings may only
be called by the Company’s Board of Directors. The Bylaws further
provide that in order for any matter to be considered “properly brought” before
a meeting, a stockholder must comply with specified procedural requirements
regarding advance notice.
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Item
2. Exhibits.
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Not
applicable.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this registration statement 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: Executive
Vice President and
Chief Financial
Officer
Dated: May
12, 2009