UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 8, 2018
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
001-35849 |
45-3458017 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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200 South Park Road, Suite 350 Hollywood, Florida |
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33021 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)
n/a
(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 (see General Instruction A.2. below):
[_] 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 14d-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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☒
Item 8.01 |
Other Events. |
On August 8, 2018, NV5 Global, Inc. (the "Company") announced that it intends to offer shares of its common stock in an underwritten public offering. A selling stockholder named in the prospectus supplement related to the offering has granted the underwriters a 30-day option to purchase additional shares of the Company’s common stock at the public offering price. The Company will not receive any proceeds from the sale of its common stock by the selling stockholder if such 30-day option is exercised. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. A copy of the press release announcing the underwritten public offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
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99.1 |
SIGNATURES
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.
Dated: August 8, 2018
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NV5 GLOBAL, INC. |
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By: /s/ Michael P. Rama Name: Michael P. Rama Title: Vice President and Chief Financial Officer |
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Exhibit 99.1
NV5 Announces Proposed Public Offering of Common Stock
Hollywood, FL – August 8, 2018 – NV5 Global, Inc. (the “Company” or “NV5”) (NASDAQ: NVEE), a provider of professional and technical engineering and consulting solutions, announced today that it intends to offer shares of its common stock in an underwritten public offering. A selling stockholder named in the prospectus supplement related to the offering has granted the underwriters a 30-day option to purchase additional shares of the Company’s common stock at the public offering price. The Company will not receive any proceeds from the sale of its common stock by the selling stockholder if such 30-day option is exercised. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
BofA Merrill Lynch and Roth Capital Partners are acting as joint book-running managers for the offering.
The shares described above are being offered by NV5 and, if applicable, the selling stockholder pursuant to a registration statement previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”). An electronic preliminary prospectus supplement relating to the offering is being filed with the SEC and will be available on the SEC’s website at http://www.sec.gov.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to this offering may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at dg.prospectus_requests@baml.com; and from Roth Capital Partners, 888 San Clemente Drive, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC’s website, http://www.sec.gov.
About NV5
NV5 Global, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure, engineering and support services, energy, program management, and environmental solutions. The Company operates out of more than 100 locations nationwide and in Macau, Hong Kong and the UAE.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) our ability to successfully execute our mergers and acquisitions strategy, and the subsequent integration of new companies into our business; (b) changes in demand from the local and state government and private clients that we serve; (c) general economic conditions, nationally and globally, and their effect on the market for our services; (d) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (e) changes in laws, regulations, or policies; and (f) the "Risk Factors" set forth in the Company's most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.
Contact
NV5 Global, Inc.
Jenna Carrick
Investor Relations Manager
Tel: +1-916-641-9124
Email: ir@nv5.com