As filed with the Securities and Exchange Commission on March 28, 2008
Registration No. 333-145588
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 2
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORION MARINE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1600
(Primary Standard Industrial
Classification Code)
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26-0097459
(I.R.S. Employer
Identification Number) |
12550 Fuqua
Houston, Texas 77034
(713) 852-6500
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive officers)
J. Michael Pearson
President and Chief Executive Officer
12550 Fuqua, Houston, Texas 77034
(713) 852-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies Requested to:
Kyle K. Fox, Esq.
Vinson & Elkins LLP
The Terrace 7
2801 Via Fortuna, Suite 100
Austin, Texas 78746
Telephone: (512) 542-8539
Fax: (512) 236-3340
Approximate date of commencement of proposed sale to the public: . Not applicable.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
The Registration Fee was previously calculated and paid in connection with the filing of the
Registration Statement on August 20, 2007.
No exhibits are filed with this Post-Effective Amendment No. 2.
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-1 SHALL BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH DATE
AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(C), MAY DETERMINE.
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
On December 19, 2007, the Securities and Exchange Commission (the “Commission”) declared
effective a Registration Statement on Form S-1 (File No. 333-145588) (the “Registration Statement”)
of Orion Marine Group, Inc. (the “Registrant”) relating to the resale from time to time of up to
20,949,196 common shares (the “Registered Shares”) of the Registrant by the selling shareholders
named in the Registration Statement pursuant to the plan of distribution set forth therein. The
Registrant has supplemented the prospectus (the “Prospectus”) included in the Registration
Statement with the information set forth in Prospectus Supplement No. 1 dated December 28, 2007,
Prospectus Supplement No. 2 dated March 3, 2008 and Prospectus Supplement No. 3 dated March 19,
2008, filed with the Commission. The Registrant has amended the Registration Statement pursuant to
Post-Effective Amendment No. 1 dated March 20, 2008.
Registrant determined that it will no longer maintain effectiveness of the Registration
Statement in light of the Commission’s recent amendments to Rule 144 under the Securities Act of
1933, as amended, which would enable non-affiliate shareholders of the Registrant’s shares covered
by the Registration Statement to freely resell those shares if the applicable conditions of the
amended Rule 144 are met. Accordingly, this Post-Effective Amendment No. 1 to the Registration
Statement is being filed solely to terminate the effectiveness of the Registration Statement and to
deregister, as of the effective date of this Post-Effective Amendment No. 2, a total of 15,747,468
Registered Shares, which are all of the Registered Shares that remain unsold under the Registration
Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to
reflect the deregistration of all such securities.