Current Report Filing (8-k)
July 15 2019 - 4:02PM
Edgar (US Regulatory)
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): July 15, 2019
MYR GROUP INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-08325
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36-3158643
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1701 Golf Road, Suite 3-1012
Rolling Meadows, IL
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60008
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(Address of Principal Executive Offices)
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(ZIP Code)
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Registrant’s telephone number, including
area code:
(847) 290-1891
None
(Former Name or Former Address, if Changed
Since Last Report)
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:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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MYRG
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The Nasdaq Stock Market, LLC
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§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.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 15, 2019, MYR Group Inc. (the “Company”)
completed the acquisition of substantially all the assets of CSI Electrical Contractors, Inc. (“CSI”), an electrical
contracting firm based in California. CSI provides services throughout California to a broad array of end markets. The total
consideration paid was approximately $79.7 million, subject to working capital and net asset adjustments. Additionally, there could
also be contingent payments based on the successful achievement of certain performance targets.
Item 7.01. Regulation FD Disclosure.
On July 15, 2019, the Company issued a press release announcing
the acquisition of substantially all the assets of CSI, a copy of which is included as Exhibit 99.1 hereto and is incorporated
by reference herein.
This information is not deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Any financial statements required to be filed in response to
this Item 9.01(a) with respect to the transactions described in Item 2.01 herein will be filed by amendment to this Current Report
on Form 8-K not later than seventy-one calendar days after the due date of this Current Report on Form 8-K.
(b) Pro forma financial information.
Any pro forma financial information required to be filed in
response to this Item 9.01(b) with respect to the transactions described in Item 2.01 herein will be filed by amendment to this
Current Report on Form 8-K not later than seventy-one calendar days after the due date of this Current Report on Form 8-K.
(d) Exhibits.
SIGNATURE
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.
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MYR GROUP INC.
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Dated: July 15, 2019
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By:
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/s/ BETTY R. JOHNSON
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Name:
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Betty R. Johnson
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Title:
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Senior Vice President, Chief Financial
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Officer and Treasurer
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