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): February 1, 2006
U.S. Concrete, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-26025
(Commission File Number)
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76-0588680
(IRS Employer Identification No.) |
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2925 Briarpark, Suite 1050, Houston, Texas
(Address of Principal Executive Offices)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2006, U.S. Concrete, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BB&T Capital Markets,
a division of Scott & Stringfellow, Inc., Sanders Morris Harris Inc. and Davenport & Company LLC
(collectively, the “Underwriters”), relating to the issuance and sale of 8,050,000 shares of the
Company’s common stock (including 1,050,000 shares of the Company’s common stock that were sold
pursuant to the Underwriters’ over-allotment option). The sales were registered under the
Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form
S-3 (Registration No. 333-42860) and were made pursuant to a prospectus dated January 29, 2002, as
supplemented by a prospectus supplement dated February 1, 2006. The closing of the offering of the
shares, which included all the shares under the Underwriters’ over-allotment option, occurred on
February 7, 2006. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Report and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Exhibit |
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1.1
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Underwriting Agreement dated February 1, 2006 among U.S. Concrete,
Inc., Citigroup Global Markets Inc., BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., Sanders Morris Harris Inc.
and Davenport & Company LLC |
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5.1
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Opinion of Baker Botts L.L.P. |