FORM 8-A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0586680
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1360 POST OAK BLVD., SUITE 800
HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
NONE NONE
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-74855 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
RIGHTS TO PURCHASE SERIES A
JUNIOR PARTICIPATING PREFERRED STOCK,
PAR VALUE $.001 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Rights to
Purchase Series A Junior Participating Preferred Stock, par value $.001 per
share (the "Rights"), of U.S. Concrete, Inc., a Delaware corporation (the
"Company"). For a description of the Rights, see the information set forth under
the caption "Description of Capital Stock--Stockholder Rights Plan" in (i) the
prospectus subject to completion, dated May 5, 1999, included in Part I of the
Registration Statement on Form S-1 (the "Registration Statement") of the Company
originally filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on
March 22, 1999 (Registration No. 333-74855), as amended on May 5, 1999, and (ii)
the related final form of prospectus to be filed with the Commission under Rule
424(b) of the Securities Act, which descriptions are incorporated herein by
reference. The Registration Statement relates to a proposed public offering of
the common stock, par value $.001 per share (the "Common Stock"), of the
Company, including the related Rights. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes hereof to the extent that another document incorporated herein by
reference modifies or supersedes such previous statement. The Common Stock,
including the related Rights, has been approved for quotation on the Nasdaq
National Market under the symbol "RMIX." The Company has delivered copies of the
Registration Statement and related prospectus to The Nasdaq Stock Market, Inc.
in connection with that approval.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement on Form 8-A:
*4.1 Form of Certificate representing Common Stock (incorporated herein
by reference to Exhibit 4.1 to the Registration Statement).
*4.2 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Registration Statement).
*4.3 Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Registration Statement).
*4.4 Form of Rights Agreement of the Company, including form of Rights
Certificate as Exhibit B thereto (incorporated herein by reference
to Exhibit 4.10 to the Registration Statement).
* Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
U.S. CONCRETE, INC.
Date: May 10, 1999 By: /S/ MICHAEL W. HARLAN
Michael W. Harlan
Senior Vice President and Chief
Financial Officer
