amend10kapr11.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[√] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to_______
Commission file number: 1-33891
ORION MARINE GROUP, INC.
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Delaware
State of Incorporation
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26-0097459
IRS Employer Identification Number
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12000 Aerospace Suite 300
Houston, Texas 77034
Address of Principal Executive Office
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(713) 852-6500
Telephone number (including area code)
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Securities 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 on Which Registered
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Common stock, $0.01 par value per share
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The New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: [ ] Yes [√] No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: [ ] Yes[√] No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: [√] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive date file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check One):
Large Accelerated Filer [ ] Accelerated Filer [√] Non-accelerated filer [ ]Smaller reporting company [ ]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act) [ ] Yes[√] No
There were 27,004,933 shares of common stock outstanding as of March 1, 2011. The aggregate market value of the Registrant’s common equity held by non-affiliates was approximately $379.1 million as of June 30, 2010, based upon the last reported sales price on the New York Stock Exchange on that date.
DOCUMENTS INCORPORATED BY REFERENCE
Part III – Portions of the Registrant’s definitive Proxy Statement to be issued on connection with the 2011 Annual Meeting of Stockholders to be filed on or about April 4, 2011.
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) amends the Annual Report on Form 10-K for Orion Marine Group, Inc. (the “Company”), for the year ended December 31, 2010, originally filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2011 (the “Original Filing”). Amendment No. 1 is being filed solely for the purpose of correcting the number of securities to be issued upon exercise of outstanding options, warrants and rights and the weighted average exercise price of outstanding options, warrants and rights in the table “Securities Authorized for Issuance Under Equity Compensation Plans”. Due to an inadvertent processing error prior to submission, these numbers were not accurately reflected in the Original Filing with the SEC.
We have also included an updated signature page and currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and attached as Exhibits 31.1, 31.2 and 32 to this Amendment No. 1
Except as described above, no other changes have been made to the Original Filing, and accordingly, this Amendment No. 1 should be read in conjunction with our Annual Report on Form 10-K and other SEC filings.
ORION MARINE GROUP, INC.
2010 Annual Report on Form 10-K
Table of Contents
Exhibits
31.1 Certification of CEO
31.2 Certification of CFO
PART II
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Item 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents certain information about our equity compensation plans as of December 31, 2010:
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Plan category
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Column A
Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Column B
Weighted average exercise price of outstanding options, warrants and rights
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Column C
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)
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Equity compensation plans approved by shareholders
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1,437,230 |
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$ |
12.52 |
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50,329 |
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Equity compensation plans not approved by shareholders
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-- |
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-- |
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-- |
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Total
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1,437,230 |
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$ |
12.52 |
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50,329 |
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The weighted average term of outstanding options, warrants and rights as of December 31, 2010 was 7.90 years.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ORION MARINE GROUP, INC.
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Date: April 1, 2011
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By:
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/s/ J. Michael Pearson
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J. Michael Pearson
President and Chief Executive Officer and Director
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