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): August 27, 2008
Great Lakes Dredge & Dock Corporation
(Exact name of Registrant as specified in its charter)
Delaware |
001-33225 |
20-5336063 |
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
Incorporation or Organization) |
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Identification No.) |
2122 York Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 574-3000
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On August 27, 2008 the Company issued a press release discussing the filing of a resale shelf registration statement on Form S-3 with the Securities and Exchange Commission. The registration statement was filed pursuant to the exercise of a demand registration right received by the Company from Madison Dearborn Capital Partners IV, L.P. under the Investor Rights Agreement, dated December 26, 2006, entered into in connection with the merger of its predecessor, GLDD Acquisitions Corp., into a subsidiary of Aldabra Acquisition Corporation on that same date. Great Lakes will not receive any proceeds from the sale of the shares but will pay the expenses associated with the registration statement. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished herewith:
99.1 Press Release of Great Lakes Dredge & Dock Corporation dated August 27, 2008 announcing the filing of a resale shelf registration statement on Form S-3
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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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GREAT LAKES DREDGE & DOCK CORPORATION |
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/s/ Deborah A. Wensel |
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Date: August 28, 2008 |
Deborah A. Wensel |
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Senior Vice President |
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and Chief Financial Officer |
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EXHIBIT INDEX
Number |
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Exhibit |
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99.1 |
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Press Release of Great Lakes Dredge & Dock Corporation dated August 27, 2008 announcing the filing of a resale shelf registration statement on Form S-3. |
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Exhibit 99.1
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News from Great Lakes Dredge & Dock Corporation
For further information contact: Deborah A. Wensel, Chief Financial Officer 630-574-3772 |
Great Lakes Dredge & Dock Corporation Files Form S-3 Shelf Registration Statement
Oak Brook, IL (August 27, 2008) - Great Lakes Dredge & Dock Corporation (NASDAQ: GLDD) (Great Lakes or the Company) today announced the filing of a resale shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). The selling stockholders include Madison Dearborn Capital Partners IV, L.P. (MDP). The registration statement was filed pursuant to the exercise of a demand registration right received by the Company from MDP under the Investor Rights Agreement, dated December 26, 2006, entered into in connection with the merger of its predecessor, GLDD Acquisitions Corp., into a subsidiary of Aldabra Acquisition Corporation on that same date. Great Lakes will not receive any proceeds from the sale of the shares but will pay the expenses associated with the registration statement.
After the resale shelf registration statement has been declared effective by the SEC, the selling stockholders listed in the prospectus may, from time-to-time, offer up to an aggregate amount of 18,695,334 shares of common stock. The common stock may be offered in separate take-downs, in amounts, and at prices to be set forth in a subsequent filing made with the SEC at the time of each such offering. Any offer to sell, or solicitation of an offer to buy securities, if and when such offer is made, will be pursuant to a prospectus supplement that will be issued with respect of any such offering.
The resale shelf registration statement has been filed with the SEC but is not yet effective. The securities registered under the resale shelf registration statement may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective and a prospectus supplement is filed. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Great Lakes Dredge & Dock Corporation
Great Lakes Dredge & Dock Corporation is the largest provider of dredging services in the United States and the only U.S. dredging company with significant international operations, averaging 23% of its dredging revenues over the last three years. The Company is also one of the largest U.S. providers of commercial and industrial demolition services. Additionally, the Company owns a 50% interest in a marine sand mining operation in New Jersey which supplies sand and aggregate used for road and building construction. Great Lakes has a 118-year history of never failing to complete a marine project and owns the largest and most diverse fleet in the U.S. industry, comprised of over 180 specialized vessels.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements as defined in Section 27A of the Securities Act of 1933 (the Securities Act), Section 21E of the Securities Exchange Act of 1934 (the Exchange Act), the Private Securities Litigation Reform Act of 1995 (the PSLRA) or in releases made by the Securities and Exchange Commission (SEC), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Great Lakes and its subsidiaries, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words plan, believe, expect, anticipate, intend, estimate, project, may, will, would, could, should, seeks, or scheduled to, or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the safe harbor provisions of such laws. Great Lakes cautions investors that any forward-looking statements made by Great Lakes are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Great Lakes, include, but are not limited to, risks associated with Great Lakes substantial leverage, fixed price contracts, dependence on government contracts and funding, bonding requirements and obligations, international operations, government regulation, restrictive debt covenants and fluctuations in quarterly operations, and those factors, risks and uncertainties that are described in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2007, and in other securities filings by Great Lakes with the SEC.
Although Great Lakes believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements. Great Lakes future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Great Lakes does not have or undertake any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.