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): January 8, 2009
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
(Registrants 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))
Item 8.01. Other Events.
As previously announced, Meadow Valley Corporation (Meadow Valley) is party to that certain
Agreement and Plan of Merger (the Merger Agreement), dated July 28, 2008, among Meadow Valley and
Phoenix Parent Corp. (which is now known as Meadow Valley Parent Corp.) (Parent) and Phoenix
Merger Sub, Inc., both affiliates of Insight Equity I LP. On January 8, 2009, Meadow Valley issued
a press release announcing that the merger had not been consummated on or prior to January 7, 2009,
the outside date for the merger (the Outside Date). Pursuant to the Merger Agreement, the
failure of the closing to occur by the Outside Date gives either Meadow Valley or Parent the right
to terminate the Merger Agreement and abandon the merger so long as the terminating party has
satisfied all of its conditions to closing. As of today, Meadow Valley has not satisfied all of
the conditions to closing necessary to consummate the merger and Parent has not provided Meadow
Valley with any notice of termination. Unless and until terminated in accordance with its terms,
the Merger Agreement remains in full force and effect and each party thereto remains obligated to
use its reasonable best efforts to take all appropriate action to expeditiously consummate the
merger and each of the parties is proceeding on such basis.
Item 9.01(d). Financial Statements and Exhibits.
|
|
|
Exhibit No. |
|
Description |
99.1
|
|
Press Release of Meadow Valley Corporation, dated January 8, 2009. |
2