As
filed with the Securities and Exchange Commission on February 3,
2009.
Registration
No. 333-62769
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Meadow
Valley Corporation
(Exact
name of registrant as specified in its charter
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Nevada
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88-0328443
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
Number)
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4602
East Thomas Road, Phoenix, Arizona 85018
(Address
of principal executive offices, including zip code)
1994
Stock Option Plan
(Full
title of the plan)
Bradley
E. Larson
Chief
Executive Officer
Meadow
Valley Corporation
4602
East Thomas Road
Phoenix,
Arizona 85018
(602)
437-5400
(Name,
address, and telephone number,
including
area code, of agent for service)
Copies
to:
Ronald
J. Lieberman, Esq.
Hunton
& Williams LLP
Bank
of America Plaza
Suite
4100
600
Peachtree Street, N.E.
Atlanta,
Georgia 30308-2216
(404)
888-4000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
x
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Smaller
reporting company
o
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(Do
not check if a smaller reporting
company)
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EXPLANATORY
NOTE
Deregistration
of Unsold Securities
Meadow Valley Corporation, a Nevada
corporation (the “Company”), is filing this Post-Effective Amendment No. 1 to
its Registration Statement on Form S-8 (Registration No. 333-62769) (the
“Registration Statement”) to withdraw and remove from registration the unissued
and unsold shares of the Company’s common stock, $.001 par value per share (the
“Common Stock”), issuable pursuant to the Registration Statement in connection
with the Company’s 1994 Stock Option Plan.
On February 2, 2009 (the “Effective
Time”), the Company consummated the merger transaction (the “Merger”)
contemplated by the Agreement and Plan of Merger, dated as of July 28, 2008 (the
“Merger Agreement”), among Meadow Valley Parent Corp. (f/k/a Phoenix Parent
Corp.), a Delaware corporation (“Parent”), Phoenix Merger Sub, Inc., a Nevada
corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the
Company. As a result of the Merger, Merger Sub merged with and into
the Company, with the Company continuing as the surviving entity. At
the Effective Time, each outstanding share of Common Stock (other than as
provided for in the Merger Agreement with respect to certain shares held by
executive officers of the Company) was cancelled and converted into the right to
receive $11.25 in cash, without interest. At the Effective Time, each
option to purchase shares of Common Stock that was outstanding and unexercised
(whether vested or unvested) was canceled and the holders of such options became
entitled to receive an amount, in cash, equal to the product of the number of
shares subject to each such option multiplied by the excess, if any, of $11.25
over the exercise price per share of each such option, less applicable
withholding taxes and without interest.
As a result of the Merger, the Common
Stock ceased to trade on the NASDAQ Capital Market (the “NASDAQ”) and a Form 25
was filed with the Commission to delist the Common Stock from the
NASDAQ. As of the date hereof, the Common Stock has been cancelled
and delisted from NASDAQ.
In connection with the transactions
contemplated by the Merger Agreement, as of the Effective Time, the Company
terminated all offerings of its securities pursuant to its existing registration
statements, including the Registration Statement. Accordingly,
pursuant to an undertaking made by the Company in the Registration Statement to
remove from registration, by means of a post-effective amendment, any securities
of the Company which remain unsold at the termination of the offering subject to
the Registration Statement, the Company hereby removes from registration all
securities registered and reserved for issuance under the Registration Statement
that remain unissued as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on February 3,
2009.
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MEADOW
VALLEY CORPORATION
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By:
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/s/ Bradley E. Larson
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Name:
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Bradley
E. Larson
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Title:
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Chief
Executive Officer
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Pursuant to the requirements of the
Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
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/s/ Bradley E. Larson
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Chief
Executive Officer
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February
3, 2009
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Bradley
E. Larson
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(Principal
Executive Officer)
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/s/ David D. Doty
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Chief
Financial Officer
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February
3, 2009
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David
D. Doty
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(Principal
Financial and Accounting Officer)
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/s/ Ted W. Beneski
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Director
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February
3, 2009
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Ted
W. Beneski
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/s/ Victor L. Vescovo
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Director
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February
3, 2009
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Victor
L. Vescovo
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/s/ Conner Searcy
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Director
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February
3, 2009
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Conner
Searcy
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/s/ Chris Zugaro
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Director
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February
3, 2009
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Chris
Zugaro
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