Delaware
State
of Incorporation
|
26-0097459
IRS
Employer Identification Number
|
12550
Fuqua Street
Houston,
Texas
(Address
of Principal Executive Offices)
|
77034
(Zip
Code)
(713)
852-6500
Registrant’s
telephone number including area
code
|
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
|
Common
stock, $0.01 par value per share
|
New
York Stock Exchange
|
Item
9A.
|
CONTROLS
AND PROCEDURES
|
Exhibit
|
||||
Number
|
Description
|
|||
1
|
.01
|
Form
of Indemnity Agreement for Directors and Certain Officers dated November
24, 2008 (filed as Exhibit 1.01 to Form 8-K filed on November 25,
2008)
|
||
**
|
2
|
.1
|
Asset
Purchase Agreement dated February 29, 2008, by and between OMGI Sub, LLC
and
Orion
Marine Group, Inc., on the one hand, and Subaqueous Services, Inc. and
Lance Young, on the other hand
|
|
3
|
.1
|
Amended
and Restated Certificate of Incorporation of Orion Marine Group,
Inc.
|
||
3
|
.2
|
Amended
and Restated Bylaws of Orion Marine Group, Inc.
|
||
4
|
.1
|
Registration
Rights Agreement between Friedman, Billings, Ramsey & Co., Inc.
and Orion Marine Group, Inc. dated May 17, 2007
|
||
10
|
.1
|
Loan
Agreement, dated as of July 10, 2007, between Orion Marine Group,
Inc. and Amegy Bank National Association
|
||
**
|
10
|
.1.1
|
First
Amendment to Loan Agreement dated February 29, 2008, among Orion Marine
Group, Inc., and Amegy Bank National Association, a national banking
association, as agent
|
|
10
|
.2
|
Purchase/Placement
Agreement dated May 9, 2007 between Orion Marine Group, Inc. and
Friedman, Billings, Ramsey & Co., Inc.
|
||
10
|
.3
|
Amended &
Restated Redemption Agreement dated May 7,
2007
|
||
10
|
.4
|
Lease
dated September 13, 2006, by and between F. Miller Construction,
LLC and Joe T. Miller Sr.
|
||
10
|
.5
|
Lease
dated September 28, 2006, by and between Southpoint Square I,
Ltd. and Misener Marine Construction, Inc.
|
||
10
|
.6
|
Lease
dated June 23, 1997, by and between the City of Port Lavaca, Texas
and King Fisher Marine Service, Inc.
|
||
10
|
.7
|
Land
Sublease Agreement dated May 1, 2007, by and between Signet Maritime
Corporation and Orion Construction, L.P.
|
||
+
|
10
|
.8
|
2005
Stock Incentive Plan
|
|
+
|
10
|
.9
|
Form
of Stock Option Agreement Under the 2005 Stock Incentive Plan &
Notice of Grant of Stock Option
|
|
+
|
10
|
.10
|
Form
of Restricted Stock Agreement Under the 2005 Stock Incentive
Plan & Notice of Grant of Restricted Stock
|
|
+
|
10
|
.11
|
Orion
Marine Group, Inc. Long Term Incentive Plan
|
|
+
|
10
|
.12
|
Form
of Stock Option Agreement Under the 2007 Long Term Incentive
Plan
|
|
+
|
10
|
.13
|
Form
of Restricted Stock Agreement and Notice of Grant of Restricted
Stock
|
|
+
|
10
|
.14
|
Executive
Incentive Plan (filed as an exhibit to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2008)
|
|
+
|
10
|
.15
|
Subsidiary
Incentive Plan (filed as an exhibit to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2008)
|
|
+
|
10
|
.16
|
Employment
Agreement, dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and J. Michael Pearson
|
|
+
|
10
|
.17
|
Employment
Agreement, dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and Mark Stauffer
|
|
+
|
10
|
.18
|
Employment
Agreement , dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and Elliott Kennedy
|
|
+
|
10
|
.19
|
Employment
Agreement, dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and Jim Rose
|
|
+
|
10
|
.20
|
Employment
Agreement, dated as of August 13, 2007, by and between Orion Marine
Group, Inc. and J. Cabell Acree, III
|
|
**
|
10
|
.21
|
Lease
Agreement dated February 29, 2008, between OMGI Sub, LLC and Hill Street,
LLC
|
|
+
|
10
|
.22
|
Amendment
No. 1 to the Employment Agreement, effective as of April 11, 2008, by
and between Orion Marine Group, Inc. and J. Michael Pearson (filed as an
exhibit to the Current Report on Form 8-K/A filed April 25,
2008)
|
|
+
|
10
|
.23
|
Schedule
of Changes to Compensation of Non-employee Directors, effective for 2008
(filed as an exhibit to the Quarterly Report on Form 1-Q for the quarterly
period ended June 30, 2008)
|
|
#
|
21
|
.1
|
List
of Subsidiaries
|
|
*
|
23
|
.1
|
Consent
of Registered Independent Public Accounting Firm
|
|
*
|
31
|
.1
|
Certification
of CEO pursuant to Section 302
|
|
*
|
31
|
.2
|
Certification
of CFO pursuant to Section 302
|
|
*
|
32
|
.1
|
Certification
of CEO and CFO pursuant to Section
906
|
*
|
Filed
herewith
|
|
**
|
Incorporated
by reference to the Company’s report on Form 8K filed with the SEC on
March 4, 2008
|
|
+
|
Management
contract or compensatory plan or arrangement
|
|
#
|
Filed
as an exhibit to the Original 10-K on March 16, 2009
|
|
ORION
MARINE GROUP, INC.
|
||
Date: June
10, 2009
|
By:
|
/s/
J. Michael Pearson
|
J.
Michael Pearson
President
and Chief Executive Officer and
Director
|
Signature
|
Title
|
Date
|
President
and Chief
|
||
/s/
J. Michael Pearson
|
Executive
Officer and
|
June
10, 2009
|
J.
Michael Pearson
|
Director
|
|
/s/
Mark R. Stauffer
|
Chief
Financial Officer
|
June
10, 2009
|
Mark
R. Stauffer
|
Chief
Accounting Officer
|
|
/s/ Richard
L. Daerr, Jr.
|
Chairman
of the Board
|
June
10, 2009
|
Richard
L. Daerr, Jr.
|
||
/s/ Thomas
N. Amonett
|
Director
|
June
10, 2009
|
Thomas
N. Amonett
|
||
/s/ Austin
J. Shanfelter
|
Director
|
June
10, 2009
|
Austin
J. Shanfelter
|
||
/s/ Gene
Stoever
|
Director
|
June
10, 2009
|
Gene
Stoever
|
Description
|
Balance
at the
Beginning
of
the Period
|
Charged
to
Revenue,
Cost
or Expense
|
Deduction
|
Balance
at the
End
of
the Period
|
Year
ended December 31, 2006:
|
||||
Provision
for Doubtful Accounts
|
$ --
|
$ 500
|
$ --
|
$ 500
|
Year
ended December 31, 2007:
|
||||
Provision
for Doubtful Accounts
|
$ 500
|
$ --
|
$ --
|
$ 500
|
Year
ended December 31, 2008:
|
||||
Provision
for Doubtful Accounts
|
$ 500
|
$ 800
|
$ (500)
|
$ 800
|
Exhibit
|
||||
Number
|
Description
|
|||
1
|
.01
|
Form
of Indemnity Agreement for Directors and Certain Officers dated November
24, 2008 (filed as Exhibit 1.01 to Form 8-K filed on November 25,
2008)
|
||
**
|
2
|
.1
|
Asset
Purchase Agreement dated February 29, 2008, by and between OMGI Sub, LLC
and
Orion
Marine Group, Inc., on the one hand, and Subaqueous Services, Inc. and
Lance Young, on the other hand
|
|
3
|
.1
|
Amended
and Restated Certificate of Incorporation of Orion Marine Group,
Inc.
|
||
3
|
.2
|
Amended
and Restated Bylaws of Orion Marine Group, Inc.
|
||
4
|
.1
|
Registration
Rights Agreement between Friedman, Billings, Ramsey & Co., Inc.
and Orion Marine Group, Inc. dated May 17, 2007
|
||
10
|
.1
|
Loan
Agreement, dated as of July 10, 2007, between Orion Marine Group,
Inc. and Amegy Bank National Association
|
||
**
|
10
|
.1.1
|
First
Amendment to Loan Agreement dated February 29, 2008, among Orion Marine
Group, Inc., and Amegy Bank National Association, a national banking
association, as agent
|
|
10
|
.2
|
Purchase/Placement
Agreement dated May 9, 2007 between Orion Marine Group, Inc. and
Friedman, Billings, Ramsey & Co., Inc.
|
||
10
|
.3
|
Amended &
Restated Redemption Agreement dated May 7,
2007
|
||
10
|
.4
|
Lease
dated September 13, 2006, by and between F. Miller Construction,
LLC and Joe T. Miller Sr.
|
||
10
|
.5
|
Lease
dated September 28, 2006, by and between Southpoint Square I,
Ltd. and Misener Marine Construction, Inc.
|
||
10
|
.6
|
Lease
dated June 23, 1997, by and between the City of Port Lavaca, Texas
and King Fisher Marine Service, Inc.
|
||
10
|
.7
|
Land
Sublease Agreement dated May 1, 2007, by and between Signet Maritime
Corporation and Orion Construction, L.P.
|
||
+
|
10
|
.8
|
2005
Stock Incentive Plan
|
|
+
|
10
|
.9
|
Form
of Stock Option Agreement Under the 2005 Stock Incentive Plan &
Notice of Grant of Stock Option
|
|
+
|
10
|
.10
|
Form
of Restricted Stock Agreement Under the 2005 Stock Incentive
Plan & Notice of Grant of Restricted Stock
|
|
+
|
10
|
.11
|
Orion
Marine Group, Inc. Long Term Incentive Plan
|
|
+
|
10
|
.12
|
Form
of Stock Option Agreement Under the 2007 Long Term Incentive
Plan
|
|
+
|
10
|
.13
|
Form
of Restricted Stock Agreement and Notice of Grant of Restricted
Stock
|
|
+
|
10
|
.14
|
Executive
Incentive Plan (filed as an exhibit to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2008)
|
|
+
|
10
|
.15
|
Subsidiary
Incentive Plan (filed as an exhibit to the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2008)
|
|
+
|
10
|
.16
|
Employment
Agreement, dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and J. Michael Pearson
|
|
+
|
10
|
.17
|
Employment
Agreement, dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and Mark Stauffer
|
|
+
|
10
|
.18
|
Employment
Agreement , dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and Elliott Kennedy
|
|
+
|
10
|
.19
|
Employment
Agreement, dated as of April 2, 2007, by and between Orion Marine
Group, Inc. and Jim Rose
|
|
+
|
10
|
.20
|
Employment
Agreement, dated as of August 13, 2007, by and between Orion Marine
Group, Inc. and J. Cabell Acree, III
|
|
**
|
10
|
.21
|
Lease
Agreement dated February 29, 2008, between OMGI Sub, LLC and Hill Street,
LLC
|
|
+
|
10
|
.22
|
Amendment
No. 1 to the Employment Agreement, effective as of April 11, 2008, by
and between Orion Marine Group, Inc. and J. Michael Pearson (filed as an
exhibit to the Current Report on Form 8-K/A filed April 25,
2008)
|
|
+
|
10
|
.23
|
Schedule
of Changes to Compensation of Non-employee Directors, effective for 2008
(filed as an exhibit to the Quarterly Report on Form 1-Q for the quarterly
period ended June 30, 2008)
|
|
#
|
21
|
.1
|
List
of Subsidiaries
|
|
*
|
23
|
.1
|
Consent
of Registered Independent Public Accounting Firm
|
|
*
|
31
|
.1
|
Certification
of CEO pursuant to Section 302
|
|
*
|
31
|
.2
|
Certification
of CFO pursuant to Section 302
|
|
*
|
32
|
.1
|
Certification
of CEO and CFO pursuant to Section
906
|
*
|
Filed
herewith
|
|
**
|
Incorporated
by reference to the Company’s report on Form 8K filed with the SEC on
March 4, 2008
|
|
+
|
Management
contract or compensatory plan or arrangement
|
|
#
|
Filed
as an exhibit to the Original 10-K on March 16, 2009
|
|