8-K

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): April 30, 2014

STERLING CONSTRUCTION COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31993	25-1655321
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

20810 Fernbush Lane Houston, Texas	77073
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 821-9091

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))

Item 7.01 Regulation FD Disclosure.

On April 30, 2014, Sterling Construction Company, Inc. (the “Company”) issued a press release announcing that it had entered into an underwriting agreement relating to the agreement by D.A. Davidson & Co. to purchase 2,100,000 shares of the Company’s common stock, par value $0.01 per share, pursuant to an effective shelf registration statement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release, dated April 30, 2014.

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.

	STERLING CONSTRUCTION COMPANY, INC.
Date:    April 30, 2014	By:	/s/ Thomas R. Wright
		Thomas R. Wright
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit	Description
99.1	Press release, dated April 30, 2014.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STERLING CONSTRUCTION COMPANY, INC. ANNOUNCES BOUGHT DEAL OFFERING OF 2,100,000 SHARES

Houston, TX — April 30, 2014 – Sterling Construction Company, Inc. (Nasdaq GS: STRL) (the “Company” or “Sterling”) today announced that it has entered into an underwriting agreement (the “Underwriting Agreement”) with D.A. Davidson & Co. as sole underwriter (the “Underwriter”), pursuant to which the Underwriter has agreed to purchase from the Company and sell to the public 2,100,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a price of $6.90 per share (the “Offering”).

The purchase price of $6.90 per share of Common Stock will result in gross proceeds to the Company of $14,490,000. The Company intends to use the net proceeds of the Offering to repay indebtedness outstanding under its revolving credit facility and for general corporate purposes. Closing is expected to occur on or about May 6, 2014.

The securities described above are being offered by the Company pursuant to a shelf registration statement which was filed with the Securities and Exchange Commission on April 4, 2014 and became effective on April 29, 2014. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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. The completion of the offering is subject to customary closing conditions.

Sterling is a leading heavy civil construction company that specializes in the building and reconstruction of transportation and water infrastructure projects in Texas, Utah, Nevada, Arizona, California, Hawaii, and other states where there are construction opportunities. Its transportation infrastructure projects include highways, roads, bridges and light rail, and its water infrastructure projects include water, wastewater and storm drainage systems.

This press release includes certain statements that fall within the definition of “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, including the failure to close the offering, overall economic and market conditions, our ability to successfully integrate acquired businesses and realize the anticipated benefits of those acquisitions, competitors’ and customers’ actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by the Company is only a statement of management’s belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management’s belief, and the Company does not undertake to update publicly its predictions, whether as a result of new information, future events or otherwise.

Sterling Construction Company, Inc.	Investor Relations Counsel
Thomas R. Wright EVP & Chief Financial Officer	The Equity Group Inc. Fred Buonocore (212) 836-9607
Brian Manning, P.E.	Linda Latman (212) 836-9609
EVP & Chief Development Officer
(281) 821-9091