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): November 19, 2014

 

 

Great Lakes Dredge & Dock Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33225   20-5336063

(State or other jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

2122 York Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 574-3000

(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))

 

 

 

  Item 7.01 Regulation FD Disclosure.

Great Lakes Dredge & Dock Corporation (the “Company”) is furnishing under Item 7.01 of this Current Report on Form 8-K certain information with respect to the Company that has not previously been reported to the public. This information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

  Item 8.01 Other Events.

On November 19, 2014, the Company announced that it intends to privately offer up to $25 million in aggregate principal amount of senior unsecured notes. A copy of the press release is being filed as Exhibit 99.2 and is incorporated herein by reference.

 

  Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

No.

   

Exhibit

Exhibit 99.1    Certain information disclosed in the preliminary offering memorandum used in the offering.
Exhibit 99.2    Press release of Great Lakes Dredge & Dock Corporation announcing proposed private offering of $25 million in aggregate principal amount of senior unsecured notes, dated November 19, 2014.

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.

 

      GREAT LAKES DREDGE & DOCK CORPORATION
     

/s/ Mark W. Marinko

Date: November 19, 2014      

Senior Vice President and

Chief Financial Officer

EXHIBIT INDEX

 

Number

   

Exhibit

Exhibit 99.1    Certain information disclosed in the preliminary offering memorandum used in the offering.
Exhibit 99.2    Press release of Great Lakes Dredge & Dock Corporation announcing proposed private offering of $25 million in aggregate principal amount of senior unsecured notes, dated November 19, 2014.