STERLING CONSTRUCTION CO INC (Form: 8-A12G, Received: 01/11/2006 10:37:49)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Sterling Construction Company, Inc.

(Exact name of registrant as specified in its charter)


Delaware		25-1655321
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

20810 Fernbush Lane
Houston, Texas		77073
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which
to be so registered		each class is to be registered
NONE		Not Applicable

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. þ

Securities Act registration statement file number to which this form relates: Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.01 Per Share

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered .

A description of the common stock, par value $0.01 per share, of Sterling Construction Company, Inc. (the “ Registrant ”) and preferred stock purchase rights is set forth under the caption “Description of Capital Stock” in the preliminary prospectus included in the registration statement on Form S-1 (File No. 333-129780) filed by the Registrant with the Securities and Exchange Commission on November 17, 2005, as amended from time to time, which is hereby incorporated herein by reference. The final prospectus will be filed pursuant to Rule 424(b) under the Securities Act of 1933 and upon filing shall be deemed incorporated by reference herein.

Item 2. Exhibits .


3.1		Restated and Amended Certificate of Incorporation of Oakhurst Company, Inc. (“OCI’’), dated as of September 25, 1995 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 Sterling Construction Company, Inc. (“SCC”) filed on November 17, 2005 (SEC File No. 333-129780)).

3.2		Certificate of Amendment of the Certificate of Incorporation of OCI, dated as of November 12, 2001 (incorporated by reference to Exhibit 3.1 to SCC’s Registration Statement on Form S-1 filed on November 17, 2005 (SEC File No. 333-129780)).

3.3		Bylaws of OCI (incorporated by reference to Exhibit 3.2 to OCI’s Annual Report on Form 10-K for the fiscal year ended February 28, 1998, filed on May 29, 1998 (SEC File No. 000-19450)).

4.1		Certificate of Designations of OCI’s Series A Junior Participating Preferred Stock, dated as of February 10, 1998 (incorporated by reference to Exhibit 4.2 to OCI’s Annual Report on Form 10-K, filed on May 29, 1998 (SEC File No. 000-19450)).

4.2		Warrant to Purchase Common Stock of SCC, dated as of March 31, 2003, issued to KTI, Inc. (incorporated by reference to Exhibit 3.1 to SCC’s Registration Statement on Form S-1, filed on November 17, 2005 (SEC File No. 333-129780)).

4.3		Rights Agreement, dated as of December 29, 1998, by and between OCI and American Stock Transfer and Trust Company, including the form of Series A Certificate of Designations, the form of Right Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively (incorporated by reference to Exhibit 99.1 to OCI’s Registration Statement on Form 8-A12G, filed on January 5, 1999 (SEC File No. 000-19450)).

4.4		Form of Warrant to Purchase Common Stock of SCC (including schedule of grantees) (incorporated by reference to Exhibit 10.44 to SCC’s Registration Statement on Form S 1/A, filed on January 3, 2006 (SEC File No. 333-129780)).

4.5*		Form of SCC Common Stock Certificate.


*		Filed herewith

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


	Sterling Construction Company, Inc.
Date: January 10, 2006	/s/ Roger M. Barzun
	Roger M. Barzun
	Vice President

SEE REVERSE FOR STOCK TRANSFER
RESTRICTION LEGEND


NUMBER		SHARES

OC	OAKHURST COMPANY, INC.

	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	COMMON STOCK	SEE REVERSE FOR
		CERTAIN DEFINITIONS

		CUSIP 859241 10 1

THIS CERTIFIES THAT






is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 PER SHARE OF THE COMMON STOCK OF

OAKHURST COMPANY, INC.
NAME CHANGED TO
STERLING CONSTRUCTION COMPANY, INC.

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated


/s/ Karen A. Stempenski	(OAKHURST COMPANY SEAL)	/s/ Patrick T. Manning

VICE PRESIDENT, TREASURER		CHAIRMAN OF THE BOARD, PRESIDENT

COUNTERSIGNED AND REGISTERED

AMERICAN STOCK TRANSFER & TRUST COMPANY

(NEW YORK, N.Y.)

TRANSFER AGENT AND REGISTRAR,

AUTHORIZED SIGNATURE

STOCK TRANSFER RESTRICTION

Transfer of shares of Common Stock represented by this certificate is limited by the provisions of Article SIXTH of the certificate of incorporation of the Corporation which generally prohibits transfers which would cause (X) the Ownership Interest Percentage (as defined in Article SIXTH) of the transferee or any person to exceed four and one-half (4.5%) percent or (Y) any increase in the Ownership Interest Percentage of the transferee or any other person if the Ownership Interest Percentage of such transferee or any such other person exceeded for and one-half (4.5%) percent before such transfer. Refer to Article SIXTH of the certificate of incorporation of the Corporation for a full statement of the restrictions on transfer.

The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be addressed to the Secretary of the Corporation or to the Transfer Agent and Registrar named on the face of this Certificate.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common


UNIF GIFT MIN ACT —			Custodian

	(Cust)			(Minor)
	under Uniform Gifts to Minors
	Act

		(State)

Additional abbreviations may also be used though not in the above list.

For Value Received, hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


		Shares

of the capital stock represented by this Certificate, and do hereby irrevocably constitute and appoint


		Attorney

to transfer the said shares on the books of the named Corporation with full power of substitution in the premises.

Dated






		NOTICE : THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER

Signature(s) Guaranteed:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.