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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): May 19, 2016
ORION GROUP HOLDINGS, INC.
*f/k/a Orion Marine Group, Inc.*
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
1-33891
(Commission File
Number)
26-0097459
(IRS Employer Identification
Number)
12000 Aerospace Suite 300
Houston, Texas 77034
(Address of principal executive offices)
(713) 852-6500
(Registrant's 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:
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))
TABLE OF CONTENTS
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 8.01Other Events
SIGNATURES
EXHIBITS INDEX
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 19, 2016, the Board of Directors (the "Board") of Orion Marine Group, Inc. (the "Company") approved a change in the
Company's name to Orion Group Holdings, Inc. (the "Name Change"), to better reflect the Company's operating profile, following the
August 2015 acquisition of a commercial concrete construction company.
The Company filed an amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with
the Secretary of State of the State of Delaware on May 20, 2016 to implement the Name Change, which became effective as of Ma y
20, 2016.
In addition, the Board adopted an amendment to its Amended and Restated Bylaws (the "Bylaw Amendment") to reflect the Name
Change, which is also effective as of May 20, 2016.
The Company's common stock will continue to trade on the New York Stock Exchange under the symbol "ORN", and its CUSIP
number will not change.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate
of Amendment and the Bylaw Amendment, copies of which are attached hereto as Exhibit 3.1 and 3.2, respectively, and each of which
is incorporated herein by reference.
Item 8.01
Other Events
On May 24, 2016, Orion Marine Group, Inc. (the "Company") issued a press release announcing its name change from Orion Marine
Group, Inc. to Orion Group Holdings, Inc.
A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference herein. The information
contained on or that can be accessed through our website is not incorporated in and is not part of this filing.
The information in this Item 8.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or as otherwise subject to liability of that section, nor
shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended or the Exchange Act.
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.
Dated: May 24, 2016
Orion Group Holdings, Inc.
By:
/s/ Christopher J. DeAlmeida
Vice President & Chief Financial Officer
EXHIBITS INDEX
Exhibit
No.
3.1
3.2
99.1
Description
Certificate of Amendment of Amended and Restated Certificate of Incorporation
Amendment to Amended and Restated Bylaws
Press release of Orion Group Holdings, Inc. dated May 24, 2016
Orion Marine Group, Inc. Anno unces New Corporate Name HOUSTON, TEXA S, May 24, 2016 -- Orion Marine Group, Inc. (NYSE : ORN) (the “Company ”), a leading construction company , today announced a new corporate name and logo. The Board of Directors of Orion Marine Group is p leased to announce it has approved a name change to Orion Group H oldings, Inc . to encompass the breadth of services for each of the Company ’s busines s segments. The Company ’s Heavy Civil Marine Cons truction segment will con tinue to operate under the Orion Marine Group brand and log o. Additionally , the Company ’s Commercial Concrete segment will continue to operate under the TAS Commercial Concrete brand and logo. "T his change is an e xciting step in the continued growth an d development of our Company ," commented Mark Stauffer, Orion Group Holding ’s President and Ch ief Executive Officer. “As the parent entity evolves, we believe the Orion Group H oldin gs brand will more effectively communicate the strategic vision and goals of the Company to all of its sta keholders. For our cus tomers, nothin g will change. Our operations w ill con tinue w ith the same names and branding they previously had, and our customers will con tinue to receive high quality service and project execution that meets their
needs.” The Company will continue its listing on the NYSE under the ticker O RN and its new corporate website will be www.orio ngroupho lding sinc.com. About Orion Group Ho ldin gs Orion Gro up Holdings, Inc., a leading specialty constructi on company , provides services both on and off the water in the continental Un ited States, Alas ka, Canada and the Caribbean Ba sin through its heavy civil marine construction segment and its commercial concrete segment. The Company ’s heavy civil marine construction segment services includes marine transportation facility construction, marine pipeline construction , marine environme ntal structures, dredging of waterway s, channels and ports, environmental dredging, design, and specialty services. Its comme rcial concrete segment provides turn key concrete construction services includ ing po ur and finis h, dirt w ork, lay out, forming, rebar, and mesh across the light co mmercial, structural and other associated bus iness areas. The Company is headquartered in Houst on, Texas with regional offices thro ughout its operating areas. SOU RCE : Orion Group Hold ings, Inc. Orio n Group Holding s, Inc. David Griffith , Investor Relations Manager (713) 852-6582