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Delaware
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1-31993
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25-1655321
|
|
(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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|
20810
Fernbush Lane
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|
|
Houston,
Texas
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77073
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
|
£
|
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 142-2(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
2.02
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Results of Operations and
Financial
Condition.
|
|
Item
5.03
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Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal
Year.
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|
·
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In
the prior Bylaws, the Chairman of the Board of Directors is designated the
chief executive officer of the Company. The amendment adds a
separate, new "Chief Executive Officer" title and substitutes that title
for the Chairman title in the Bylaws where a provision relates to the
operation and supervision of the Company's
business.
|
|
·
|
The
title "Corporation Comptroller" has been
eliminated.
|
|
·
|
A
provision has been added that constitutes an emergency bylaw and that
permits less than a quorum of directors to act in the event of a major
emergency.
|
|
·
|
A
provision has been added that permits the Company to recognize and enforce
any lawful restriction on the transfer of any shares of the Company’s
capital stock.
|
|
·
|
The
provision that the annual meeting and any special meeting of stockholders
must be called by a majority of the total number of authorized directors
has been eliminated. As a result, those meetings may now be
called by a simple majority of a quorum of directors, subject to any
contrary provision in the Company's Certificate of
Incorporation.
|
|
·
|
A
section detailing the duties of the inspectors of elections has been
added.
|
|
·
|
The
provision in the prior Bylaws requiring that a committee of the Board
consist of at least two directors has been eliminated so that one director
may constitute a committee of the
Board.
|
|
·
|
A
provision has been added to permit the Board to make rules and regulations
for the conduct of stockholder
meetings.
|
|
·
|
The
requirement in the prior Bylaws that committees of the Board must be
established by a majority of the total number of authorized directors has
been eliminated with the result that a simple majority of a quorum of
directors may establish committees of the
Board.
|
|
·
|
The
term for which officers serve has been changed so that all officers are
elected to serve for such period of time as the Board
determines.
|
|
·
|
A
provision has been added to permit notices and other communications to be
given by electronic transmission.
|
|
·
|
The
prior Bylaws provided for director compensation consisting of a fixed sum
for attendance at meetings or a stated salary. The new
provisions authorizes the Board to establish all types of director
compensation. A provision has also been added to authorize the
Board to delegate the authority to set director compensation to a
committee of the Board.
|
|
·
|
The
requirement for written ballots in the election of directors has been
eliminated, subject to any contrary provision in the Certificate of
Incorporation.
|
|
·
|
A
provision has been added stating that any director or officer in
performing his or her duties is protected in relying in good faith on the
books of account and other records of the Company and upon information,
opinions, reports or statements presented to the Company by its officers,
employees, or committees of the
Board.
|
|
·
|
A
provision has been added relating to both stockholder and Board meetings
that states that if a quorum is initially present at a meeting, the
meeting may continue even if so many attendees leave the meeting that
there is no longer a quorum. In the case of directors, the
continuation requires the approval before the loss of the quorum occurs of
at least a majority of the required quorum for the
meeting.
|
|
·
|
Certain
matters that are covered by Delaware law have been
eliminated.
|
|
·
|
The
requirement to have a corporate seal has been
eliminated.
|
|
·
|
The
reference to the Company's fiscal year has been updated to reflect its
current fiscal year, which is the calendar
year.
|
|
·
|
The
Company's name and Delaware address appearing in the prior Bylaws have
been updated.
|
|
·
|
The
Bylaws have been re-formatted to make them easier to read and minor
editorial changes have been made to the
text.
|
|
Item
9.01
|
Financial Statements and
Exhibits.
|
|
(c)
|
Exhibits
|
|
Exhibit Number
|
Description
|
|
3.1
|
Amended
and Restated Bylaws of Sterling Construction Company, Inc. dated March 13,
2008 (filed herewith).
|
|
99.1
|
Press
release, dated March 14, 2008 (furnished
herewith)
|
|
Date: March
19, 2008
|
Sterling Construction Company,
Inc.
|
|
|
/s/ Roger M. Barzun
|
||
|
Roger
M. Barzun
|
||
|
Senior
Vice President
|
||
|
Exhibit Number
|
Description
|
|
Amended
and Restated Bylaws of Sterling Construction Company, Inc. dated March 13,
2008 (filed herewith).
|
|
|
Press
release, dated March 14, 2008 (furnished
herewith)
|