UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 26, 2008
MEADOW VALLEY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Nevada
|
|
0-25428
|
|
88-0328443 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission File
|
|
(IRS Employer |
| of Incorporation)
|
|
Number)
|
|
Identification No.) |
4602 East Thomas Road, Phoenix, Arizona 85018
(Address of Principal Executive Offices) (Zip Code)
(602) 437-5400
(Registrant’s telephone number, including area code)
(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):
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
TABLE OF CONTENTS
Item 8.01. Other Events.
On December 26, 2008, Meadow Valley Corporation (“Meadow Valley”) issued a press release announcing
that, at its Special Meeting of Stockholders held on December 26, 2008, Meadow Valley’s
stockholders approved the proposal to adopt the previously announced Agreement and Plan of Merger,
dated July 28, 2008, among Meadow Valley, Phoenix Parent Corp. (“Investor”) and Phoenix Merger Sub,
Inc. (“Merger Sub”), which provides for the merger of Merger Sub with and into Meadow Valley, with
Meadow Valley surviving as a wholly owned subsidiary of Investor. The press release is attached to
this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01(d). Financial Statements and Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
99.1
|
|
Press Release of Meadow Valley Corporation, dated December 26, 2008. |
2