MYRG » Topics » Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock.

This excerpt taken from the MYRG 10-Q filed Nov 13, 2008.

Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock.

        The existence of some provisions in our organizational documents and under Delaware law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock. The provisions in our certificate of incorporation and by-laws that could delay or prevent an unsolicited change in control of our company include a staggered board of directors, board authority to issue preferred stock, and advance notice provisions for director nominations or business to be considered at a stockholder meeting. In addition, Delaware law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        None.

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ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

ITEM 5.    OTHER INFORMATION

        None.

ITEM 6.    EXHIBITS

Number   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.*

 

10.1

 

Credit Agreement, dated August 31, 2007, between the Registrant and Fifth Third Bank, Citibank, N.A. and JPMorgan Chase Bank, National Association*

 

10.2

 

Amendment No. 1 to the Credit Agreement, dated October 26, 2007*

 

10.3

 

Amendment No. 2 to the Credit Agreement, dated January 18, 2008*

 

10.4

 

Amendment No. 3 to the Credit Agreement, dated April 21, 2008*

 

10.5

 

2007 Long-Term Incentive Plan*

 

10.6

 

2006 Stock Option Plan*

 

10.7

 

Management Stockholders' Agreement*

 

10.8

 

Form of Addendum to the Management Stockholders' Agreement*

 

10.9

 

Employment Agreement, dated December 1, 2007, between the Registrant and William A. Koertner*

 

10.10

 

Employment Agreement, dated December 1, 2007, between the Registrant and Gerald B. Engen, Jr.*

 

10.11

 

Employment Agreement, dated December 1, 2007, between the Registrant and John A. Fluss*

 

10.12

 

Employment Agreement, dated December 1, 2007, between the Registrant and William H. Green*

 

10.13

 

Employment Agreement, dated December 1, 2007, between the Registrant and Marco A. Martinez*

 

10.14

 

Employment Agreement, dated December 1, 2007, between the Registrant and Richard S. Swartz, Jr.*

 

10.15

 

Form of First Amendment to the Management Stockholders' Agreement*

 

21.1

 

List of Subsidiaries*

 

31.1

 

Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)

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Number   Description
  31.2   Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a)

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350

 

99.1

 

Charter of the Audit Committee*

 

99.2

 

Charter of the Nominating and Corporate Governance Committee*

 

99.3

 

Charter of the Compensation Committee*

 

99.4

 

Code of Ethics*

*
Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-148864), as amended.

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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 thereunto duly authorized.

    MYR GROUP INC.
(Registrant)

November 13, 2008

 

/s/ MARCO A. MARTINEZ

Vice President, Chief Financial Officer and Treasurer

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