nvee20180824_8k.htm

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) August 24, 2018

 

NV5 GLOBAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

   

  

  

Delaware

001-35849

45-3458017

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

  

  

  

200 South Park Road, Suite 350

Hollywood, Florida

  

33021

(Address of Principal Executive Offices)

  

(Zip Code)

(954) 495-2112

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

[_]        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))

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 


 

 

 

 

Item 8.01

Other Events

 

On August 24, 2018, NV5 Global, Inc. (the “Company”) announced the acquisition of CALYX Engineers and Consultants, Inc., a 200-person infrastructure and transportation firm headquartered in Cary (Raleigh), NC. The acquisition, completed with a combination of cash, stock and promissory notes, will be immediately accretive to the Company’s earnings. A copy of the Press Release is attached hereto and is incorporated by reference into this Current Report on Form 8-K.

 

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description

 

 

99.1

Press Release, dated August 24, 2018.

 

2

 

 

SIGNATURES

 

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: August 27, 2018

 

 

NV5 GLOBAL, INC.

 

 

 

By:       /s/ Michael P. Rama                                    

Name: Michael P. Rama

Title: Vice President and Chief Financial Officer

 

 

 

 

 

3

ex_122758.htm

Exhibit 99.1

 

NV5 Acquires 200-Person, Southeastern Infrastructure Company, CALYX Engineers and Consultants

 

Hollywood, FL – August 24, 2018 - NV5 Global, Inc. (Nasdaq: NVEE) (“NV5” or the “Company”), a professional and technical engineering and consulting solutions provider ranked #54 in Engineering News-Record Top 500, announced today the acquisition of CALYX Engineers and Consultants, Inc., a 200-person infrastructure and transportation firm headquartered in Cary (Raleigh), NC. The $36-million acquisition, completed with a combination of cash and stock, will be immediately accretive to NV5’s earnings.

 

“With its experienced, successful management team and its offices in North Carolina, South Carolina, and Georgia, CALYX will position NV5 as a leading firm offering transportation and infrastructure services in the Southeast, one of the most rapidly growing regions of the US,” commented Dickerson Wright, Chairman and CEO of NV5. “CALYX’s longstanding relationships with state departments of transportation will complement NV5’s current infrastructure services in the Northeast, Florida and the West.”

 

Jill Wells Heath, President and CEO of CALYX, added: “This is a wonderful step forward for CALYX. We will provide NV5 a strong and successful presence in the Southeast, and NV5 will provide us the opportunity to build upon our service offerings, project opportunities, technology, and talent. I’m so excited for all of our employees and our clients who will benefit from the opportunities and resources that NV5 provides.

 

About CALYX

 

CALYX was founded in 1993 and is a full-service engineering and environmental firm, which provides roadway and structure design, transportation planning, water resources, construction services, utility services, building structure design, land development, traffic services, cultural resources, surveying, and environmental services. CALYX is headquartered in Cary, NC and maintains offices in Charlotte, NC; Atlanta and Columbus, GA; and Rock Hill, SC. CALYX serves both public and private clients, including state departments of transportation, municipalities, developers, higher education, and healthcare systems.

 

About NV5

 

NV5 Global, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure engineering and support services, energy, program management, and environmental solutions. The Company operates out of more than 100 locations nationwide and abroad in Macau, Hong Kong, and the UAE. For additional information, please visit the Company’s website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.

 

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.

 

Contact

NV5 Global, Inc.

Jenna Carrick

Investor Relations Manager

Tel: +1-916-641-9124

Email: ir@nv5.com