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): September 4, 2008 (September 4,
2008)
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MYR
GROUP INC.
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(Exact
name of registrant as specified in its charter)
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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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(IRS
Employer Identification No.)
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Three
Continental Towers, 1701 West Golf Road, Suite 1012
Rolling
Meadows, IL
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60008-4007
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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
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None
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
8.01. OTHER EVENTS.
On
September 4, 2008, MYR Group, Inc. (the "Company") issued a press release
announcing that the Company's common stock, par value $0.01 per share ("Common
Stock"), was approved for listing on the Nasdaq Global
Market. Trading of the common stock on the OTC Bulletin Board will
cease after 4:00 p.m. on Monday, September 8, 2008 and trading of the common
stock on Nasdaq Global Market will commence when the Nasdaq Global Market opens
for trading on Tuesday September 9, 2008.
The
press release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Press Release, dated September 4,
2008.
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.
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MYR
GROUP INC.
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Dated
: September 4, 2008
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By:
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/s/
Gerald B. Engen, Jr.
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Name:
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Gerald
B. Engen, Jr.
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Title:
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Vice
President, Chief Legal
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Officer
and Secretary
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Exhibit
No.
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Description
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99.1
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Press
Release, dated September 4, 2008.
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Exhibit
99.1
MYR
Group Inc. Announces Approval for NASDAQ Listing
Rolling
Meadows, Ill., September 4, 2008 – MYR Group Inc. (“MYR”)
(OTCBB: MYRG), a leading specialty contractor serving the
electrical infrastructure market in the United States, announced that MYR has
received notice from the NASDAQ Stock Market that its common stock has been
approved for listing on the NASDAQ Global Market. MYR’s common stock
will begin trading on NASDAQ under its current symbol "MYRG" at the market's
open on Tuesday, September 9, 2008. MYR's shares will discontinue to
trade on the OTC Bulletin Board effective at 4:00 p.m. on Monday, September 8,
2008.
William
A. Koertner, president and CEO, commented, “Obtaining a NASDAQ listing is an
extremely important milestone for our Company and our
stockholders. We are proud to have satisfied the standards of
corporate governance and financial strength required for listing on the
NASDAQ. We hope that our listing on NASDAQ will foster broader
interest in MYR Group from both institutional and individual
investors.”
This
press release does not constitute an offer to sell or the solicitation of an
offer to buy MYR’s securities nor shall there be any sale of these securities in
any state in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state.
About
MYR Group Inc.
MYR
Group Inc. is a holding Company of specialty construction service
providers. Through subsidiaries dating back to 1891, MYR is one of
the largest national contractors servicing the transmission and distribution
sector of the United States electric utility industry. Transmission and
distribution customers include electric utilities, cooperatives and
municipalities. The Company also provides commercial and industrial electrical
contracting services to facility owners and general contractors in the Western
United States. MYR Group’s comprehensive services include turn-key construction
and maintenance services for the nation’s electrical
infrastructure.
Forward-Looking
Statements
Various
statements in this announcement, including those that express a belief,
expectation, or intention, as well as those that are not statements of
historical fact, are forward-looking statements. The forward-looking
statements may include projections and estimates concerning the timing and
success of specific projects and our future production, revenue, income and
capital spending. Our forward-looking statements are generally
accompanied by words such as ‘‘estimate,’’ ‘‘project,’’ ‘‘predict,’’
‘‘believe,’’ ‘‘expect,’’ ‘‘anticipate,’’ ‘‘potential,’’ ‘‘plan,’’ ‘‘goal’’ or
other words that convey the uncertainty of future events or
outcomes. The forward-looking statements in this announcement speak
only as of the date of this announcement; we disclaim any obligation to update
these statements (unless required by securities laws), and we caution you not to
rely on them unduly. We have based these forward-looking statements
on our current expectations and assumptions about future
events. While our management considers these expectations and
assumptions to be reasonable, they are inherently subject to significant
business, economic, competitive, regulatory and other risks, contingencies and
uncertainties, most of which are difficult to predict and many of which are
beyond our control. These and other important factors, including
those discussed under ‘‘Risk Factors’’ in our Registration Statement on Form
S-1, as amended, which we have filed with the Securities and Exchange
Commission, may cause our actual results, performance or achievements to differ
materially from any future results, performance or achievements expressed or
implied by these forward-looking statements.
These
risks, contingencies and uncertainties include, but are not limited to,
significant variations in our operating results from quarter to quarter, the
competitive and cyclical nature of our industry, our ability to realize and
profit from our backlog, the implementation of the Energy Policy Act of 2005 by
our customers, our ability to obtain new contracts and/or replace completed or
cancelled contracts, our ability to obtain adequate bonding for our projects,
our ability to hire and retain key personnel and subcontractors, limitations on
our internal infrastructure, the limited market for our common stock, and
material weakness in our internal controls over financial reporting that have
been identified by management.
Investor
Contacts:
Philip
Kranz, Dresner Corporate Services, 312-780-7240, pkranz@dresnerco.com
Kristine
Walczak, Dresner Corporate Services, 312-780-7205, kwalczak@dresnerco.com