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): March 28, 2006
U.S. Concrete, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
|
|
000-26025
(Commission File Number)
|
|
76-0588680
(IRS Employer Identification No.) |
| |
|
|
2925 Briarpark, Suite 1050, Houston, Texas
(Address of principal executive offices)
|
|
77042
(Zip Code) |
(713) 499-6200
(Registrant’s telephone number, including area code)
Not Applicable
(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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
As more fully described in the proxy statement of U.S. Concrete, Inc. relating to its 2006
annual meeting of stockholders, on March 13, 2006, the board of directors proposed an amendment to
U.S. Concrete’s certificate of incorporation that would declassify the board of directors so that
each director would stand for election annually starting at the 2006 annual meeting of
stockholders. The proposed amendment also would permit directors to be removed by stockholders
with or without cause, in accordance with Delaware law. The proposed amendment is subject to and
contingent on stockholder approval at the 2006 annual meeting of stockholders. On March 29, 2006,
in connection with the declassification proposal, U.S. Concrete’s ongoing Class II director and the
Class III directors, consisting of Vincent D. Foster, Mary P. Ricciardello, Murray S. Simpson and
Robert S. Walker, submitted conditional resignations effective upon the approval by U.S. Concrete’s
stockholders of the declassification proposal. Under the board’s current structure, Class II and
Class III directors would be subject to re-election in 2007 and 2008, respectively; however,
pursuant to their conditional resignation letters, these directors have agreed to resign and to
stand for re-election at the 2006 annual meeting if the declassification proposal is approved. The
purpose of these conditional resignations is to facilitate the transition to a declassified board
of directors by shortening the terms of the Class II and Class III directors and allowing all
nominees to be subject to election to one-year terms beginning in 2006. Copies of the conditional
resignation letters provided by Messrs. Foster, Simpson and Walker and Ms. Ricciardello are filed
as Exhibits 17.2 through 17.5 to this report.
On March 28, 2006, John R. Colson notified U.S. Concrete of his decision not stand for
re-election, if applicable, and to retire as a member of the board of directors of U.S. Concrete at
its 2006 annual meeting of stockholders. Mr. Colson’s decision was not a result of any
disagreements with U.S. Concrete. Mr. Colson will continue to serve on the board of directors and
as a member of the audit committee and as chairman of the compensation committee of the board of
directors until the election of his successor at the annual meeting. The board of directors
expresses its gratitude to Mr. Colson for his valuable service to U.S. Concrete as a director since
May 1999.
The board of directors has nominated Michael W. Harlan, U.S. Concrete’s Executive Vice
President and Chief Operating Officer, for election to the director position being vacated by Mr.
Colson. Information about Mr. Harlan’s nomination to serve on the board of directors has been
included in U.S. Concrete’s proxy statement for its 2006 annual meeting of stockholders.
A copy of the retirement letter provided by Mr. Colson is filed as Exhibit 17.1 to this
report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit |
|
|
| Number |
|
Exhibit |
17.1
|
|
Retirement Letter of John R. Colson, dated March 28, 2006. |
|
|
|
17.2
|
|
Conditional Resignation Letter of Vincent D. Foster, dated March 29, 2006. |
|
|
|
17.3
|
|
Conditional Resignation Letter of Mary P. Ricciardello, dated March 29,
2006. |
|
|
|
17.4
|
|
Conditional Resignation Letter of Murray S. Simpson, dated March 29, 2006. |
|
|
|
17.5
|
|
Conditional Resignation Letter of Robert S. Walker, dated March 29, 2006. |