UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
MYR
Group Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation or organization)
|
36-3158643
(IRS
Employer
Identification
No.)
|
||||
|
Three
Continental Towers
1701
West Golf Road, Suite 1012
Rolling
Meadows, IL
(Address
of principal executive offices)
|
60008-4007
(zip
code)
|
||||
|
Securities
to be registered pursuant to Section 12(b) of the Act:
|
|||||
|
Title
of each class
to
be so registered
|
Name
of each exchange on which
each
class is to be registered
|
||||
|
Common
Stock, $0.01 par value
|
The
NASDAQ Stock Market LLC
|
||||
|
If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. ý
|
If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. ¨
|
||||
|
Securities
Act registration statement file number to which this form relates: 333-148864
|
|||||
|
Securities
to be registered pursuant to Section 12(g) of the Act:
|
|||||
|
None
|
|||||
|
(Title
of Class)
|
|||||
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
|
Item
1.
|
Description
of Registrant’s Securities to be
Registered.
|
The
securities to be registered hereby are the common stock of MYR Group Inc. (the
“Registrant”). The description of the common stock set forth under the heading
“Description of Capital Stock” in the Registrant’s prospectus forming part of
its Registration Statement on Form S-1 (File No. 333-148864), originally filed
with the Securities and Exchange Commission on January 25, 2008, as thereafter
amended and supplemented (the “Registration Statement”), is hereby incorporated
by reference herein.
|
Item
2.
|
Exhibits
|
The following exhibits have been filed
as exhibits to the Registration Statement and are hereby incorporated by
reference herein:
|
Exhibit
No.
|
Description
|
|||
|
3.1*
|
Restated
Certificate of Incorporation
|
|||
|
3.2***
|
Amended
and Restated By-Laws
|
|||
|
4.1*
|
Registration
Rights Agreement, dated December 20, 2007, between the Registrant and
Friedman, Billings, Ramsey & Co., Inc.
|
|||
|
4.2****
|
Form
of Global Common Stock Certificate
|
|||
|
10.7*
|
Management
Stockholders' Agreement
|
|||
|
10.8*
|
Form
of Addendum to the Management Stockholders' Agreement
|
|||
|
10.15**
|
Form
of First Amendment to the Management Stockholders'
Agreement
|
|||
|
*
|
Incorporated
by reference to the exhibit of the same number filed with the Registrant’s
Registration Statement on Form S-1 (File No.
333-148864).
|
|||
|
**
|
Incorporated
by reference to the exhibit of the same number filed with Amendment No. 1
to the Registrant’s Registration Statement on Form S-1 (File No.
333-148864).
|
|||
|
***
|
Incorporated
by reference to the exhibit of the same number filed with Amendment No. 3
to the Registrant’s Registration Statement on Form S-1 (File No.
333-148864).
|
|||
|
****
|
Incorporated
by reference to the exhibit of the same number filed with Amendment No. 5
to the Registrant’s Registration Statement on Form S-1 (File No.
333-148864).
|
|||
.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
|
MYR
Group Inc.
|
||
|
By:
|
/s/ Gerald
B. Engen, Jr.
|
|
|
Date:
September 2, 2008
|
Name:
|
Gerald
B. Engen, Jr.
|
|
Title:
|
Vice
President, Chief Legal Officer and Secretary
|
|
Exhibit
Index
|
Exhibit
No.
|
Description
|
|||
|
3.1*
|
Restated
Certificate of Incorporation
|
|||
|
3.2***
|
Amended
and Restated By-Laws
|
|||
|
4.1*
|
Registration
Rights Agreement, dated December 20, 2007, between the Registrant and
Friedman, Billings, Ramsey & Co., Inc.
|
|||
|
4.2****
|
Form
of Global Common Stock Certificate
|
|||
|
10.7*
|
Management
Stockholders' Agreement
|
|||
|
10.8*
|
Form
of Addendum to the Management Stockholders' Agreement
|
|||
|
10.15**
|
Form
of First Amendment to the Management Stockholders'
Agreement
|
|||
|
*
|
Incorporated
by reference to the exhibit of the same number filed with the Registrant’s
Registration Statement on Form S-1 (File No.
333-148864).
|
|||
|
**
|
Incorporated
by reference to the exhibit of the same number filed with Amendment No. 1
to the Registrant’s Registration Statement on Form S-1 (File No.
333-148864).
|
|||
|
***
|
Incorporated
by reference to the exhibit of the same number filed with Amendment No. 3
to the Registrant’s Registration Statement on Form S-1 (File No.
333-148864).
|
|||
|
****
|
Incorporated
by reference to the exhibit of the same number filed with Amendment No. 5
to the Registrant’s Registration Statement on Form S-1 (File No.
333-148864).
|
|||