As filed
with the Securities and Exchange Commission on September 1, 2010
Registration
No. 333-121458
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
U.S.
CONCRETE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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76-0586680
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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2925
Briarpark, Suite 1050
Houston,
Texas
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77042
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(Address
of Principal Executive Offices)
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(Zip
Code)
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1999
Incentive Plan of U.S. Concrete, Inc.
U.S.
Concrete, Inc. 2000 Employee Stock Purchase Plan
2001
Employee Incentive Plan of U.S. Concrete, Inc.
(Full
Title of the Plan)
Curt M.
Lindeman
U.S.
Concrete, Inc.
Vice
President, General Counsel and Corporate Secretary
2925
Briarpark, Suite 1050
Houston,
Texas 77042
Telephone:
(713) 499-6200
(Name and
address, including zip code, and telephone number, including area code, of agent
for service)
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.
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Large
accelerated filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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EXPLANATORY
NOTE: DEREGISTRATION OF SECURITIES
On December 20, 2004, U.S. Concrete, Inc., a Delaware corporation (the “Company”), filed a
registration statement on Form S-8 (No. 333-121458) (the “Registration
Statement”), which registered an additional (i) 2,350,000 shares of common stock
of the Company, par value $.001 per share (the “Old Common Stock”), to be
offered or sold under the 1999 Incentive Plan of U.S. Concrete, Inc., (ii)
1,000,000 shares of Old Common Stock to be offered or sold under the U.S.
Concrete, Inc. 2000 Employee Stock Purchase Plan and (iii) 350,000 shares of Old
Common Stock to be offered or sold under the 2001 Employee Incentive Plan of
U.S. Concrete, Inc. (collectively, the “Plans”).
On July
29, 2010, the United States Bankruptcy Court for the District of Delaware
entered an order confirming the Company’s and certain of its subsidiaries’
Amended Joint Plan of Reorganization pursuant to Chapter 11 of Title 11 of the
United States Code (the “Plan of Reorganization”). On August 31, 2010 (the
“Effective Date”), the Plan of Reorganization become effective. Pursuant to the
Plan of Reorganization, holders of the Company’s Old Common Stock received Class
A Warrants and Class B Warrants to purchase new common stock of the Company and
all of the Old Common Stock was canceled.
As a
result of the consummation of the transactions contemplated by the Plan of
Reorganization, the Company has terminated all offerings of the Company’s
securities pursuant to the Registration Statement. Accordingly, pursuant to the
undertaking contained in the Registration Statement to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering, the Company is filing
this Post-Effective Amendment No. 1 to the Registration Statement to deregister
all the shares of the Company’s Old Common Stock registered under the
Registration Statement and reserved for issuance under the Plan, which remained
unissued as of the Effective Date.
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on August 31,
2010. No other person is required to sign this Post-Effective
Amendment No. 1 in reliance upon Rule 478 under the Securities Act of
1933.
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U.S.
CONCRETE, INC.
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By:
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/s/ Michael
W.
Harlan
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Name:
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Michael
W. Harlan
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Title:
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President
and Chief Executive
Officer
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