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) ~~November~~December 2430, 2020 (~~November~~December 2330, 2020)

THE GOLDFIELD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-7525

88-0031580

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1684 West Hibiscus Blvd.

Melbourne, FL

32901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (321) 724-1700

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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

NYSE American

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 ☐

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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets..

On ~~November~~December 2330, 2020, ~~The~~FR ~~Goldfield~~Utility ~~Corporation~~Services, Inc., a Delaware corporation (“~~Goldfield”~~FR ~~or the “Company~~Utility”), ~~entered into~~ an ~~Agreement~~affiliate ~~and Plan~~ of ~~Merger~~First ~~(the~~Reserve ~~“Merger~~Fund ~~Agreement”)~~XIV, ~~by and among the Company, FR Utility Services, Inc~~L.P., a ~~Delaware~~Cayman ~~corporation~~Islands limited partnership (“FRFirst ~~Utility~~Reserve”), ~~and~~completed FRthe ~~Utility~~previously ~~Services~~announced ~~Merger~~acquisition ~~Sub,~~of ~~Inc.~~The Goldfield Corporation, a Delaware corporation ~~and a wholly-owned subsidiary of FR Utility~~ (“~~Acquisition Sub~~Goldfield”)., Apursuant ~~copy~~to of the ~~Merger~~ Agreement ~~is filed as Exhibit 2.1 to this Current Report on Form 8-K~~ and ~~incorporated~~Plan ~~herein by reference. The Company’s board~~ of ~~directors~~Merger (the “~~Company~~Merger ~~Board~~Agreement”), ~~has~~dated ~~unanimously~~as ~~approved~~of ~~the~~November ~~Offer~~23, ~~(as defined below)~~2020, ~~the~~by ~~Merger~~and ~~Agreement~~among ~~and~~FR ~~the~~Utility, ~~consummation~~Goldfield ofand ~~the~~FR ~~transactions~~Utility ~~contemplated~~Services ~~thereby~~Merger ~~(the~~Sub, ~~“Transactions”)~~Inc., FRa ~~Utility~~Delaware corporation and ~~Acquisition~~a ~~Sub~~wholly ~~are~~owned ~~subsidiaries~~subsidiary of ~~First~~FR ~~Reserve~~Utility ~~Fund XIV, L.P.~~ (“~~First~~Acquisition ~~Reserve~~Sub”).

~~Offer~~As ~~and~~previously ~~Merger.~~disclosed, ~~Pursuant~~pursuant to the Merger Agreement, on ~~the~~December ~~terms and subject to the conditions set forth in the Merger Agreement~~1, ~~as promptly as practicable and in any event within 10 business days after the date of the Merger Agreement~~2020, Acquisition Sub ~~will~~commenced ~~commence~~an aexchange ~~tender~~ offer (the “Offer”) to purchase ~~(subject~~all toof the ~~Minimum~~issued ~~Tender Condition (as defined below)~~ and ~~other customary conditions) all of the~~ outstanding shares of common stock, ~~$0.10~~ par value $0.001 per share, of ~~the~~Goldfield ~~Company~~ (the “~~Company~~ Shares”), atfor a purchase price ~~per~~equal ~~share~~to of $7.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes (~~such amount, or any other amount per share paid in~~ the “Offer ~~in accordance with the Merger Agreement, the “Per Share Amount~~Price”)~~. The Merger Agreement also provides that~~, asupon ~~soon~~the asterms ~~practicable~~and ~~following~~conditions ~~the~~set ~~consummation~~forth ~~(as defined~~ in ~~Section 251(h) of~~ the ~~Delaware~~offer ~~General~~to ~~Corporation~~purchase, ~~Law (the “DGCL”)) of the Offer~~ upon the terms and subject to the conditions set forth in the ~~Merger Agreement, but~~ in ~~any event on~~ the ~~same~~offer ~~day~~to ~~the~~purchase, ~~Offer~~dated isDecember ~~consummated~~1, ~~Acquisition~~2020 ~~Sub~~(together ~~will~~with beany ~~merged~~amendments ~~with~~or ~~and~~supplements ~~into~~thereto, the ~~Company (the~~ “~~Merger”)~~Offer ~~pursuant~~ to ~~Section 251(h~~Purchase”) of the DGCL, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of FR Utility. No vote of stockholders of the Company will be required in connection with the Offer or the Merger.

~~Pursuant~~The toOffer ~~the~~expired ~~Merger~~at ~~Agreement,~~midnight at(New ~~the~~York ~~effective~~City time) ofat the ~~Merger~~end (of the ~~“Effective~~day ~~Time”)~~on Tuesday, ~~each~~December ~~Company~~29, ~~Share~~2020. ~~(excluding~~The ~~any~~depositary ~~(i)~~for ~~Company~~the ~~Shares~~Offer ~~held~~advised inFR Utility, Acquisition Sub and Goldfield that, as of the ~~treasury~~expiration of the ~~Company~~Offer, ora ~~owned~~total byof ~~any~~18,106,069 ~~direct~~Shares or(excluding ~~indirect~~Shares ~~wholly-owned~~with ~~subsidiary~~respect to which Notices of ~~the~~Guaranteed ~~Company,~~Delivery ~~(ii~~were delivered) ~~Company~~had ~~Shares~~been ~~owned~~validly bytendered FRand ~~Utility,~~not ~~Acquisition~~properly ~~Sub~~withdrawn orpursuant ~~any~~to ~~direct~~the orOffer, ~~indirect~~representing ~~wholly-owned~~approximately ~~subsidiary~~73.83% of FRGoldfield’s ~~Utility,~~then ~~and~~outstanding Shares (~~iii~~determined in accordance with the Merger Agreement). ~~Company~~In ~~Shares~~addition, ~~held~~Notices byof ~~stockholders~~Guaranteed ~~who~~Delivery ~~are~~were ~~entitled~~delivered with respect to ~~and~~approximately 1,260,410 Shares that have ~~preserved~~not ~~their~~yet ~~appraisal~~been ~~rights~~tendered, ~~under~~representing ~~Section~~approximately ~~262~~5.14% of Goldfield’s then outstanding Shares. The Minimum Condition (as defined in the ~~DGCL~~Merger Agreement) ~~that~~for isthe ~~outstanding~~Offer ~~immediately~~was ~~prior~~satisfied tobecause the ~~Effective~~number ~~Time~~of ~~shall~~Shares bevalidly ~~cancelled,~~tendered ~~shall~~and ~~cease~~not properly withdrawn pursuant to ~~exist,~~the ~~shall~~Offer norepresented ~~longer~~at beleast a majority of the Shares then outstanding, (determined in accordance with the Merger Agreement and ~~shall~~excluding befrom ~~converted~~the ~~into~~number of tendered Shares, but not from the ~~right~~number toof ~~receive~~outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in ~~cash~~settlement or satisfaction of such guarantee). All other conditions to the Offer having also been satisfied or waived, ~~without~~immediately ~~interest~~after the expiration of the Offer, Acquisition Sub accepted all of the ~~Per~~Shares ~~Share~~for ~~Amount~~payment, (and will promptly pay for such Shares in accordance with the ~~“Merger~~terms ~~Consideration”)~~of the Offer.

~~Treatment~~On ofDecember ~~Outstanding~~30, ~~Equity~~2020, ~~Awards.~~pursuant ~~Pursuant~~ to the terms of the Merger Agreement, ~~immediately~~and ~~prior~~in toaccordance with Section 251(h) of the ~~Effective~~General ~~Time~~Corporation Law of the State of Delaware, ~~each~~Acquisition ~~outstanding~~Sub ~~Company~~merged ~~Restricted~~with ~~Stock~~and ~~Unit~~into Goldfield (the “Merger”), with Goldfield continuing as ~~defined~~the insurviving corporation and a wholly owned subsidiary of FR Utility. In the Merger, ~~Agreement)~~each ~~will~~Share bethat ~~accelerated~~was issued and outstanding immediately prior to the ~~holder~~effective ~~thereof~~time ~~will~~of bethe ~~entitled~~Merger (the “Effective Time”) (other than any shares that were excluded pursuant to ~~receive,~~the ~~for~~terms ~~each~~of ~~share~~the ~~underlying~~Merger ~~such~~Agreement) ~~Company~~was, ~~Restricted~~at ~~Stock~~the ~~Unit~~Effective Time, converted into the ~~Merger~~right ~~Consideration~~to receive the Offer Price.

~~Financing.~~ The ~~consummation~~foregoing descriptions of the Offer, the Merger and the Merger ~~are~~Agreement in this Item 2.01 do not ~~subject~~purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a ~~financing~~copy ~~condition~~of which was filed as Exhibit 2.1 to Goldfield’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2020, and is incorporated herein by reference.

~~Conditions to the Offer.~~ The ~~obligations~~information ofset ~~Acquisition~~forth ~~Sub to accept for payment and pay for any Company Shares validly tendered and not validly withdrawn pursuant to the Offer are subject to the satisfaction of conditions specified~~ in ~~the~~Items ~~Merger Agreement~~3.03, ~~including,~~5.01 in addition to certain other conditions, (i) that there shall have been validly tendered (excluding Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository,” as such terms are defined in Section 251(h) of the DGCL) and ~~not~~5.03 ~~validly withdrawn that number~~ of ~~Company~~this ~~Shares~~Current ~~that,~~Report ~~when~~on ~~added~~Form to8-K ~~the~~is ~~Company~~incorporated ~~Shares then beneficially owned~~ by FRreference ~~Utility~~into ~~and~~this ~~its~~Item affiliates, constitute at least a majority of the total number of then issued and outstanding Company Shares (the “Minimum Tender Condition”), (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) applicable to the Transactions, (iii) the accuracy of the Company’s representations and warranties in the Merger Agreement and its compliance with its covenants and obligations in the Merger Agreement, subject to certain exceptions, (iv) the absence of judgments or laws enjoining, restraining, prohibiting, preventing or making illegal the making of the Offer, the consummation of the Offer or the Merger or the other Transactions, and (v) the Inside Date (as defined in the Merger Agreement) shall have occurred2. 01.

~~Representations,~~Item ~~Warranties and Covenants; Non-Solicitation~~3.01 ~~The~~Notice ~~Merger Agreement contains customary representations, warranties and covenants~~ of ~~the~~Delisting Company, FR Utility and Acquisition Sub. These covenants include an obligation of the Company, subject to certain exceptions, to and to cause its subsidiaries to, conduct operations in all material respects in the ordinary course of business for the period between the execution of the Merger Agreement and the earlier of (i) the Effective Time, or ~~(ii)~~Failure ~~the date of termination of the Merger Agreement. Each of the Company, FR Utility and Acquisition Sub have also agreed~~ to ~~promptly~~Satisfy ~~make~~a ~~and~~Continuing ~~effect~~Listing ~~all~~Rule ~~registrations, filings and submissions required to be made~~ or ~~effected~~Standard; byTransfer ~~it pursuant to the HSR Act, the Securities Exchange Act~~ of ~~1934, as amended, and other applicable legal requirements with respect to the Offer and the Merger~~Listing. The Merger Agreement also requires the Company to and to cause its financial advisor, its subsidiaries and their respective officers and directors to, immediately cease and cause to be terminated any existing solicitation of, or negotiations or discussions with, any person relating to any Acquisition Proposal (as defined in the Merger Agreement) and restricts the Company’s ability to, among other things, solicit, initiate, or knowingly encourage or

Before the market opened on December 30, 2020, in connection with the consummation of the Offer and the Merger, Goldfield (i) notified the New York Stock Exchange American (“NYSE American”) of the consummation of the Merger and (ii) requested that NYSE American file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Shares ceased trading on NYSE American following the close of trading on December 29, 2020. Goldfield also intends to file with the SEC a Form 15 requesting that Goldfield’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification to Rights of Security Holders.

As a result of the Merger, each Share that was issued and outstanding immediately prior to the Effective Time (other than any Shares that were excluded pursuant to the terms of the Merger Agreement) was converted into the right to receive the Offer Price at the Effective Time. Accordingly, at the Effective Time, Goldfield’s stockholders immediately before the Effective Time ceased to have any rights in Goldfield as stockholders, other than their right to receive the Offer Price. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Change in Control of Registrant.

~~knowingly~~At ~~facilitate~~ the ~~inquiry,~~Effective ~~submission or announcement of~~Time, orAcquisition ~~participate~~Sub ormerged ~~engage in any discussions or negotiations~~ with ~~respect~~and ~~to,~~into ~~an Acquisition Proposal or furnish any information to any third party in response to~~Goldfield, orwith inGoldfield acontinuing ~~manner~~as that would reasonably be expected to lead to, an Acquisition Proposal, subject to certain limited exceptions. The Merger Agreement also contains covenants that require, subject to certain limited exceptions, the ~~Company~~surviving ~~Board~~corporation toand ~~recommend~~a ~~that~~wholly ~~the~~owned ~~stockholders~~subsidiary of ~~the~~FR ~~Company accept the Offer and tender their Company Shares to Acquisition Sub in the Offer~~Utility. ~~However,~~As ~~subject~~a ~~to compliance with certain terms and conditions in the Merger Agreement~~result, ~~(i) in the event the Company Board receives~~ a ~~Superior Proposal (as defined in the Merger Agreement) the Company Board is permitted (x) to~~ change ~~its~~of ~~recommendation~~control toof ~~the~~Goldfield ~~Company’s~~occurred. ~~stockholders~~The orinformation ~~(y)~~contained ~~cause the Company to terminate the Merger Agreement to enter into such Superior Proposal,~~ in ~~each~~Item ~~case,~~2.01 ifof ~~the~~this ~~failure~~Current toReport ~~take~~on ~~any~~Form ~~such~~8-K ~~action would be inconsistent with the Company Board’s fiduciary duties under applicable law, and (ii) the Company Board~~ is ~~permitted~~incorporated toby ~~change~~reference ~~its~~into ~~recommendation~~this toItem the Company’s stockholders in response to an Intervening Event (as defined in the Merger Agreement), if the failure to take any such action would be inconsistent with the Company Board’s fiduciary duties under applicable law5.01.

~~Termination;~~Item ~~Termination Fees~~5.02 ~~The~~Departure ~~Merger~~of ~~Agreement~~Directors ~~also~~or ~~provides~~Certain ~~for~~Officers; ~~certain~~Election ~~termination rights for both the Company and FR Utility. Upon termination~~ of ~~the~~Directors; ~~Merger~~Appointment Agreement under certain circumstances, the Company is obligated to pay FR Utility a termination fee equal to $5,654,000, including if the Merger Agreement is terminated (i) by FR Utility following a change of ~~recommendation~~Certain byOfficers; ~~the~~Compensatory ~~Company~~Arrangements Board, (ii) by the Company to enter into a Superior Proposal or (iii) by FR Utility or the Company under specified circumstances, and, within twelve months following such termination, the Company or any of ~~its~~Certain ~~subsidiaries consummates or enters into a definitive agreement with respect to an Acquisition Proposal, as is described in further detail in the Merger Agreement~~Officers.

~~Under~~In ~~certain~~connection ~~circumstances,~~with FRthe ~~Utility~~Merger isand ~~obligated~~as tocontemplated ~~pay~~by the ~~Company~~Merger aAgreement, ~~termination~~upon ~~fee~~the ~~equal~~consummation toof ~~$10,439,000, including if~~ the Merger, ~~Agreement is terminated by~~ the ~~Company~~director ~~after~~of ~~(i)~~Acquisition FRSub, ~~Utility~~Jeffrey ~~fails~~K. toQuake, ~~perform~~became ~~its~~the ~~covenants~~only ordirector ~~breaches~~of ~~its~~Goldfield. ~~representations~~In ~~and~~connection ~~warranties~~therewith, ~~and~~each ~~such~~of ~~uncured~~Stephen ~~breach~~L. Appel, ~~inaccuracy~~David orP. ~~failure does~~Bicks, ~~would~~Harvey orC. ~~would~~Eads, ~~reasonably~~Jr., beJohn ~~expected~~P. toFazzini, ~~prevent,~~and ~~materially~~Danforth ~~delay~~E. orLeitner ~~materially~~tendered ~~impair~~their FRrespective ~~Utility~~resignations oras ~~Acquisition~~directors ~~Sub~~ from ~~consummating~~ the ~~transactions~~board ~~contemplated~~of bydirectors ~~the~~of ~~Merger~~Goldfield ~~Agreement,~~and orfrom ~~(ii)~~all ~~Acquisition~~committees ~~Sub~~of ~~fails to consummate~~ the ~~Offer~~board ~~when~~of ~~all~~directors of ~~the~~Goldfield ~~offer~~on ~~conditions~~which ~~have~~such ~~been~~directors ~~satisfied~~served, oreffective ~~waived~~as ~~at the expiration~~ of the ~~Offer,~~Effective ~~the~~Time. ~~Company~~The ~~has~~information ~~delivered~~set atforth ~~least~~in ~~three~~Item ~~business~~2.01 ~~days prior written notice to Acquisition Sub to such effect, all~~ of ~~the~~this ~~tender~~Current ~~offer~~Report ~~conditions~~on ~~remain~~Form ~~satisfied~~8-K ~~through~~is ~~such~~incorporated ~~three business day period and the Offer Acceptance Time (as defined in the Merger Agreement) shall not have occurred~~ by ~~the~~reference ~~end~~into ofthis ~~such~~Item ~~three business day period~~5.02.

~~The~~Item ~~foregoing~~5.03 ~~description~~Amendments ~~of the Merger Agreement does not purport~~ to beArticles ~~complete and is qualified in its entirety by reference to the full text~~ of ~~the~~Incorporation ~~Merger~~or ~~Agreement,~~Bylaws; ~~which~~Change isin ~~filed~~Fiscal ~~as Exhibit 2~~Year.~~1 to this Current Report on Form 8-K and incorporated herein by reference.~~

~~The~~Pursuant ~~Merger Agreement and the above description of the Merger Agreement have been included~~ to ~~provide investors and security holders with information regarding~~ the terms of the Merger Agreement ~~and are not intended to provide any other factual information about the Company~~, ~~FR Utility, Acquisition Sub or their respective subsidiaries or affiliates. The representations and warranties contained in~~ the ~~Merger~~certificate ~~Agreement were made only for purposes~~ of ~~the~~incorporation ~~Merger~~and ~~Agreement~~bylaws as of ~~specific~~Goldfield ~~dates,~~were ~~are~~amended ~~solely~~and ~~for~~restated ~~the~~in ~~benefit~~their ~~of the parties to the Merger Agreement~~entirety, ~~may~~effective beas ~~subject to a contractual standard~~ of ~~materiality different from what might be viewed as material to investors and may be subject to limitations agreed upon by~~ the ~~parties~~Effective ~~to the Merger Agreement, including being qualified by confidential disclosures made by the parties to each other~~Time. ~~Such~~Copies ~~representations and warranties were used for the purpose~~ of ~~allocating~~Goldfield’s ~~risk~~amended ~~between~~and ~~the~~restated ~~parties~~certificate ~~to the Merger Agreement, rather than establishing matters~~ of ~~fact,~~incorporation and ~~investors~~amended ~~should~~and ~~not~~restated ~~rely~~bylaws onare ~~the~~included ~~representations and warranties~~ as ~~characterizations~~Exhibits of3.1 ~~the~~and ~~actual~~3.2 ~~state of facts or condition of the Company~~hereto, ~~FR Utility or any of their respective subsidiaries, affiliates or businesses~~respectively.

~~Tender~~Item ~~and~~7.01 ~~Support~~Regulation ~~Agreement~~FD Disclosure.

~~Concurrently~~On ~~with~~December ~~the execution of the Merger Agreement~~30, ~~the estate of former CEO John Sottile~~2020, inFirst ~~its~~Reserve ~~capacity~~and asGoldfield aissued ~~stockholder of the Company, entered into~~ a ~~Tender~~joint ~~and~~press ~~Support~~release ~~Agreement~~announcing ~~with FR Utility and Acquisition Sub (~~the ~~“Support~~consummation ~~Agreement”), pursuant to which it has agreed, among other things, and subject to the terms and conditions~~ of the ~~Support~~Offer. ~~Agreement,~~A tocopy ~~tender all~~ of ~~its~~this ~~Company~~press ~~Shares~~release ~~into~~is ~~the~~attached ~~Offer, which,~~ as ofExhibit ~~November 23, 2020, in the aggregate represents approximately 8~~99.5%1 ofand ~~the~~is ~~outstanding~~hereby ~~shares~~incorporated ofby ~~the Company~~reference. ~~The Support Agreement terminates upon the occurrence of certain events, including the termination of the Merger Agreement in accordance with its terms.~~

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the full text of the Support Agreement, the form of which is attached as Exhibit 99.1, and is incorporated herein by reference.

Item 8.01. Other Events.

On November 24, 2020, the Company and First Reserve issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information

The tender offer for the outstanding common stock of Goldfield has not yet commenced. This document and any other materials referenced herein do not constitute an offer to purchase nor a solicitation of an offer to sell shares of Goldfield’s common stock. At the time the tender offer is commenced, Acquisition Sub will file a tender offer statement on Schedule TO and related materials, including an offer to purchase, a letter of transmittal and other offer documents, with the U.S. Securities and Exchange Commission (“SEC”), and Goldfield will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, REGARDING THE TENDER OFFER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THAT SHOULD BE READ BEFORE MAKING A DECISION TO TENDER THE SHARES. These documents (once they become available) will be available free of charge on the SEC’s website at www.sec.gov. These materials may also be obtained by contacting the Company’s Investor Relations department at 1684 West Hibiscus Blvd., Melbourne, FL 32901 or the investor relations section of the Company’s website at https://ir.goldfieldcorp.com/.

Forward-Looking Statements

This report contains forward-looking statements, including, without limitation, statements relating to the expected benefits of the proposed transaction and the timing of the closing of the proposed transaction. Generally, forward-looking statements can be identified by non-historical statements and often include words such as “forecasts,” “potential,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future-looking or conditional verbs, such as “will,” “should,” “could,” “may,” “might,” “aims,” “intends,” “projects,” or similar words or phrases. You should not place undue reliance on these statements. These statements are based on current expectations, forecasts and assumptions of FR Utility and Goldfield that are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, the risk that the conditions to the Offer or the Merger set forth in the Merger Agreement will not be satisfied or waived, including the receipt of regulatory clearances related to the Merger; uncertainties as to the timing of the Offer and subsequent Merger, including that the Offer and Merger will not close within the anticipated time periods, or at all; uncertainties as to how many Goldfield shareholders will tender their shares in the Offer; the risk that competing offers will be made; changes in either companies’ businesses during the period between now and the closing of the proposed transaction; the successful integration of Goldfield into FR Utility’s business subsequent to the closing of the proposed transaction; the risk that the strategic benefits, synergies or opportunities expected from the proposed transaction may not be realized or may take longer than expected to be realized; adverse reactions to the proposed transaction by employees, customers, vendors or strategic partners; dependence on key personnel and customers; management of growth and organizational change; risks associated with litigation; competitive actions in the marketplace; and regulatory actions or delays or government regulation generally, including potential regulatory actions or delays relating to the completion of the proposed transaction; as well as other factors detailed in Goldfield’s filings with the SEC, including Goldfield’s most recent quarterly Form 10-Q filing and Annual Report on Form 10-K for the year ended December 31, 2019, and those updated from time to time in Goldfield’s future reports filed with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. There can be no guarantee that the proposed transaction described in this announcement will be completed on the currently proposed terms or at all at any particular time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit		Description of Exhibit
*2.1		Agreement and Plan of Merger, dated as of November 23, 2020, by and among FR Utility Services, Inc., FR Utility Services Merger Sub, Inc., and The Goldfield Corporation
99.1		Support Agreement, dated November 23, 2020, by and among FR Utility Services, Inc., FR Utility Services Merger Sub, Inc. and the stockholders of The Goldfield Corporation party thereto.
99.2		Joint Press Release of The Goldfield Corporation and FR Utility Services, Inc. dated November 24, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
*		The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

(d) Exhibits.

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of November 23, 2020, by and among The Goldfield Corporation, FR Utility Services, Inc. and FR Utility Services Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on November 23, 2020)*
3.1		Amended and Restated Certificate of Incorporation of The Goldfield Corporation, dated as of December 30, 2020
3.2		Amended and Restated Bylaw of The Goldfield Corporation, dated as of December 30, 2020
99.1		Joint Press Release issued by FR Utility Services, Inc. and Goldfield on December 30, 2020.(incorporated by reference to Exhibit (a)(1)(K) to Schedule TO filed by FR Utility Services Merger Sub, Inc. and FR Utility Services, Inc. with the SEC on December 1, 2020, as amended)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
*		Certain schedules and annexes have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the U.S. Securities and Exchange Commission upon request.

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.

Dated: ~~November~~December 2430, 2020

	THE GOLDFIELD CORPORATION

	By:	/s/ STEPHEN R. WHERRY
		Name: Stephen R. Wherry
		Title: Acting Co-Chief Executive Officer (Co-Principal Executive Officer) Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer and Assistant Secretary

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