SEC Info - Northwest Pipe Co. - ‘8-K’ for 9/2/22

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Northwest Pipe Co. – ‘8-K’ for 9/2/22

On: Friday, 9/2/22, at 4:05pm ET · For: 9/2/22 · Accession #: 1437749-22-21807 · File #: 0-27140

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/02/22  Northwest Pipe Co.                8-K:1,9     9/02/22   13:456K                                   RDG Filings/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     29K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    213K 
 3: EX-5.1      Opinion of Counsel re: Legality                     HTML     15K 
 8: R1          Document And Entity Information                     HTML     48K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 9: XML         XBRL Instance -- nwpx20220829_8k_htm                 XML     13K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.DEF  XBRL Definitions -- nwpx-20220902_def                XML     38K 
 6: EX-101.LAB  XBRL Labels -- nwpx-20220902_lab                     XML     49K 
 7: EX-101.PRE  XBRL Presentations -- nwpx-20220902_pre              XML     38K 
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12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    20K 
13: ZIP         XBRL Zipped Folder -- 0001437749-22-021807-xbrl      Zip     70K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C:

i false i 0001001385 0001001385 2022-09-02 2022-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i September 2, 2022

i NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

i Oregon	i 0-27140	i 93-0557988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 201 NE Park Plaza Drive, i Suite 100

i Vancouver, i WA i 98684

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: i 360- i 397-6250

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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.01 per share		i NWPX		i Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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 i ☐

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 1.01.	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

	On September 2, 2022, Northwest Pipe Company, an Oregon corporation (the “Company”), entered into an Open Market Sale Agreement ^SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may issue and sell shares of its common stock, par value $0.01 per share, having aggregate offering sales proceeds of up to $50,000,000 (the “Shares”) from time to time through Jefferies as its sales agent. The Shares to be sold under the Sales Agreement, if any, will be offered and sold pursuant to the Company’s shelf registration statement on Form S‑3 (File No. 333‑249637) filed with the Securities and Exchange Commission, which became effective on November 3, 2020 (the “Registration Statement”), and the prospectus supplement dated September 2, 2022 filed by the Company. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares under the Sales Agreement. The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. Jefferies will act as sales agent on a commercially reasonable efforts basis consistent with its normal sales and trading practices and applicable state and federal law, rules and regulations and the rules of Nasdaq. The Company will pay Jefferies a cash commission of up to 3.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement, or (ii) the termination of the Sales Agreement in accordance with its terms. The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 hereto and is incorporated herein by reference. This Current Report on Form 8‑K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 9.01.	FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits

	1.1 Open Market Sale Agreement ^SM, dated September 2, 2022 between Northwest Pipe Company and Jefferies LLC

	5.1 Opinion of Buchalter, a Professional Corporation

	23.1 Consent of Buchalter, a Professional Corporation (included in Exhibit 5.1)

	104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

^SM “Open Market Sale Agreement” is a service mark of Jefferies LLC

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 hereunto duly authorized on September 2, 2022.

	NORTHWEST PIPE COMPANY
	(Registrant)

	By	/s/ *Aaron Wilkins*
		Aaron Wilkins,
		Senior Vice President, Chief Financial Officer, and Corporate Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	9/2/22	424B5
	11/3/20	EFFECT
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/16/23  Northwest Pipe Co.                10-K       12/31/22  107:10M                                    RDG Filings/FA
11/09/22  Northwest Pipe Co.                10-Q        9/30/22   75:5.6M                                   RDG Filings/FA

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