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): May 9, 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
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76-0588680 |
| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2925 Briarpark, Suite 1050, Houston, Texas
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77042 |
| (Address of principal executive offices)
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(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 9, 2006, at its 2006 annual meeting of stockholders, the stockholders of U.S. Concrete,
Inc. approved amendments to its certificate of incorporation to eliminate the classification of its
board of directors. The amendments also permit directors to be removed by stockholders with or
without cause, in accordance with Delaware law. U.S. Concrete’s board of directors approved these
amendments on March 13, 2006, subject to stockholder approval.
U.S. Concrete’s Amended and Restated Certificate of Incorporation was filed with the Secretary
of State of the State of Delaware on May 9, 2006 and was effective upon filing.
The foregoing summary of the amendments to U.S. Concrete’s certificate of incorporation is
qualified in its entirety by reference to the text of the Amended and Restated Certificate of
Incorporation, which is filed as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Exhibit |
3.1
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Amended and Restated Certificate of Incorporation of U.S.
Concrete, Inc., filed with the Secretary of State of the State of
Delaware on May 9, 2006. |