As
filed with the Securities and Exchange Commission on February 3,
2009.
Registration
No. 333-44628
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Meadow Valley
Corp
oration
(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
(602)
437-5400
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
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Bradley
E. Larson
Chief
Executive Officer
Meadow
Valley Corporation
4602
East Thomas Road
Phoenix,
Arizona 85018
(602)
437-5400
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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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
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Approximate
date of commencement of proposed sale to the public: Not applicable
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
o
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box.
o
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
o
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment
thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
o
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)’
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
x
(Do
not check if a smaller
reporting
company)
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Smaller
reporting company
o
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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-3 (Registration No. 333-44628) (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”), underlying common stock purchase warrants issuable pursuant to
the Registration Statement.
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. 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 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-3 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 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-3 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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