As filed with the Securities and Exchange Commission on August 28, 2000
Registration No. 333-______
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MEADOW VALLEY CORPORATION
(Exact name of registrant as specified in its charter)
---------------
Nevada 88-0328443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4411 South 40th Street, Suite D-11
Phoenix, Arizona 80540
(602) 437-5400
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
---------------
Bradley E. Larson
Meadow Valley Corporation
4411 S. 40th Street, Suite D-11
Phoenix, Arizona 85040
(602) 437-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Gary A. Agron, Esq.
Law Office of Gary A. Agron
5445 DTC Pkwy., Suite 520
Greenwood Village, Colorado 80111
(303) 770-7254 (office)
(303) 770-7257 (fax)
--------------------------------------------------------------------------------
<PAGE>
Approximate date of commencement of proposed sale of securities to the
public: From time to time after the effective date of this registration
statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ] _______________
If this is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
Amount
Title of Each Class Proposed Proposed Maximum of
of Securities Amount to be Maximum Offering Registration Fee Registration
to be Registered Registered Price Per Unit (1) Price Fee
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value
underlying
common stock
purchase warrants . . . 2,261,250 $5.00(1) $11,674,750 $3,094
Shares Per Share
----------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon an exercise price of (i) $5.00 per share of common stock for
2,093,750 shares upon exercise of the common stock purchase warrants and (ii)
$7.20 per share for 167,500 shares upon exercise of the unit warrants, or a
total of 2,261,250 shares.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion. Dated August 28, 2000
MEADOW VALLEY CORPORATION
2,261,250 SHARES
OF
COMMON STOCK
This prospectus relates to the public offering from time to time of up to
an aggregate of 1,926,250 shares of our common stock upon exercise of 1,926,250
common stock purchase warrants issued in connection with our October 1995
initial public offering and 335,000 shares of common stock underlying 167,500
unit warrants issued to the underwriters of our initial public offering. See
"Selling Stockholders" on page 7.
Each common stock purchase warrant is exercisable to purchase one share of
common stock for $5.00 per share until June 30, 2002, when the common stock
purchase warrants will expire. Each unit warrant is exercisable to purchase one
share of common stock and one common stock purchase warrant for $7.20 per unit
until June 30, 2002, when the unit warrants will expire.
Investing in these securities involves risks. See "Risk Factors" on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------------
, 2000
-----------------
<PAGE>
We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and any accompanying prospectus
supplement. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any prospectus
supplement. This prospectus and any supplement to this prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which they relate, nor do
this prospectus and any accompanying prospectus supplement constitute an offer
to sell or the solicitation of an offer to buy securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. The information contained in this prospectus and any supplement to
this prospectus is accurate as of the dates on their covers.
Table of Contents
-----------------
Page
Where You Can Find More Information......................................... 2
Forward-Looking Statements.................................................. 3
Risk Factors................................................................ 4
Our Company................................................................. 5
Use of Proceeds............................................................. 6
Our Common Stock and Warrants............................................... 6
Selling Stockholders........................................................ 7
Plan of Distribution........................................................ 8
Legal Matters............................................................... 8
Experts..................................................................... 9
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy these reports, proxy
statements and other information at the public reference facilities of the SEC,
in Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Suite 1400, Citicorp Center,
500 W. Madison Street, Chicago, Illinois 60661-2511. You can also obtain copies
of these materials from the public reference section of the SEC at 450 Fifth
Street N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The SEC
also maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC at http://www.sec.gov. You can also inspect reports and other
information we file at the office of the National Market System at 9801
Washingtonian Blvd., Gaithersburg, MD 20878.
2
<PAGE>
We have filed a registration statement and related exhibits with the SEC
under the Securities Act of 1933, as amended. The registration statement
contains additional information about us and the securities that may be sold by
the selling stockholders. You may inspect the registration statement and related
exhibits without charge at the public reference facilities of the SEC described
above, and may obtain copies from the SEC at prescribed rates. This information
is also available at the SEC's Web site.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. We hereby "incorporate by reference" the documents
listed below, which means that we are disclosing important information to you by
referring you to those documents. The information that we file later with the
SEC will automatically update and in some cases supersede this information.
Specifically, we incorporate by reference:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
o Our Proxy Statement dated May 1, 2000; and
o Any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this prospectus and before we stop offering securities (other than
those portions of such documents described in paragraphs (i), (k), and
(1) of Item 402 of Regulation S-K promulgated by the SEC).
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Meadow Valley Corporation
4411 S. 40th Street, Suite D-11
Phoenix, Arizona 85040
(602) 437-5400
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with other information.
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus that are based on the
beliefs and assumptions of our management and on information currently available
to our management. Forward- looking statements include the information about our
possible or assumed future results of operations and statements preceded by,
followed by or that include the words "believe", "expect", "anticipate",
"intend", "plan", "estimate" or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. We caution you not to rely unduly on any
forward-looking statements.
You should understand that there are important factors such as those
included in the "Risk Factors" section of this prospectus and in the documents
incorporated in this prospectus by reference which could cause our results to
differ materially from those expressed in such forward-looking statements.
3
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should be aware of various
risks, including those described below. You should carefully consider these risk
factors together with all other information included in this prospectus before
you decide to invest in our common stock.
We depend upon public sector customers for most of our revenue.
Substantially all of our revenue is generated from projects sponsored by
federal, state and local governmental authorities. Consequently, any reduction
in demand for our services by these governmental authorities for whatever
reason, including a general economic slowdown or a continuation of the current
trend toward reducing governmental spending, would have a material adverse
effect on our results of operations. Furthermore, government contracts are
generally terminable at will subject to a relatively small cancellation payment.
Although we have not experienced any cancellations in the past, there can be no
assurance that cancellations will not occur in the future.
We may be held financially liable for subcontractor performance. We act as
prime contractor on most of our construction projects and are therefore
responsible for performance of the entire contract, including work assigned to
subcontractors. Accordingly, we may be subject to substantial liability if a
subcontractor fails to perform as required under the prime contract.
We are subject to fixed unit price risks which could significantly reduce
or eliminate our profits on projects. A substantial portion of our revenue is
derived from "fixed unit price" contracts under which we are committed to
provide materials or services at fixed unit prices, such as dollars per cubic
yard of earth or concrete, or linear feet of pipe. While fixed unit price
contracts generally shift the risk of estimating the quantity of units required
for a particular project to our customers, any increase in our unit cost over
our unit bid price, whether due to inefficiency, faulty estimates, weather,
inflation or other factors, must be borne by us and may adversely affect our
results of operations.
We have experienced variations in quarterly operating results. The
construction industry is seasonal, generally due to inclement weather occurring
in the winter months. Accordingly, we have experienced a seasonal pattern in our
operating results with lower revenue in the first quarter of each calendar year
than other quarters. Our quarterly results may also be affected by the timing of
bid solicitations by governmental authorities and the stage of completion of
major projects. Results for any one quarter may not be indicative of results for
other quarters or for the year.
We are subject to potential liability for environmental damages and
personal injury. We are subject to significant risks of statutory, contractual
and common law liability for environmental damages and personal injury. We may
be liable for claims arising from on-site or off-site services, including
mishandling of hazardous or non-hazardous waste materials, or environmental
contamination caused by us or our subcontractors, the costs for which could be
substantial, even if we exercised due care and complied with all relevant laws
and regulations. We are also subject to worker and third-party claims for
personal injury, resulting in substantial liability for which we may be
uninsured. We carry insurance which we consider sufficient to meet regulatory
and customer requirements and to protect our assets and operations.
Nevertheless, an uninsured claim against us could have a material adverse effect
on our financial condition and results of operations. Moreover, any inability to
obtain insurance of the type and in the amounts required in connection with
specific projects could impair our ability to bid on or complete such projects.
4
<PAGE>
Our backlog has been substantially reduced, which will reduce future
revenue. Our backlog of construction projects was $98 million as of March 31,
2000 compared to $172 million at March 31, 1999. The reduced backlog is expected
to result in lower revenue throughout the balance of 2000 and perhaps into 2001.
This lower revenue could result in lower earnings in future periods.
We cannot assure that we will be able to meet future bonding requirements.
We are required to provide bid and/or performance bonds in connection with
governmental construction projects. To date, we have been able to obtain bonds
of up to approximately $100 million per project, but there can be no assurance
that we will be able to continue to obtain such bonds in the future. In
addition, new or proposed legislation in various jurisdictions may require the
posting of substantial additional bonds or require other financial assurances
for particular projects.
We are subject to governmental regulation which increases the costs of our
projects. Our operations are subject to compliance with costly regulatory
requirements of federal, state and municipal authorities, including regulations
covering labor relations, safety standards, affirmative action and protection of
the environment, including requirements in connection with water discharge, air
emissions and hazardous and toxic substance discharge. We believe that we are in
substantial compliance with all applicable laws and regulations. However,
amendments to current laws and regulations imposing more stringent requirements
could have a material adverse effect on us.
Intense competition reduces our profit margins. The heavy construction
industry is intensely competitive. We compete with a large number of small
owner/operator contractors that tend to dominate smaller highway projects,
together with larger, well-capitalized regional and national contractors, when
bidding on larger infrastructure projects. This competition reduces our profit
margins on certain projects by forcing us to reduce our bid prices in order to
secure the work.
Rejection of our claims for additional compensation may reduce our revenue
and earnings. We currently have claims pending for an aggregate of $20.6 million
of additional compensation for projects we have completed, of which
approximately $5 million of such claims were recognized by us as revenue in
prior periods. In the event these claims are rejected by the project owner and
we elect not to arbitrate or litigate the issues, our future revenue and
earnings will be reduced.
OUR COMPANY
We are primarily a heavy construction contractor specializing in
infrastructure projects including the construction of bridges and overpasses,
channels, roadways, highways and airport runways. We generally serve as the
prime contractor for public sector customers, such as federal, state and local
governmental authorities, in the states of Nevada, Arizona, Utah and New Mexico.
We primarily seek public sector customers because public sector projects are
less cyclical than private sector projects, payment is more reliable, work
required by the project is generally standardized and little marketing expense
is incurred in obtaining projects.
We also own or lease portable hot mix asphalt plants and related paving
equipment and a rubberized asphalt plant. The asphalt paving capabilities
provide us the opportunity to expand our existing geographic market, enhance our
construction operations in existing markets, improve our competitiveness and may
generate increased revenue on projects that call for large quantities of
asphalt, concrete, recycled asphalt or rubberized asphalt.
5
<PAGE>
We had a project backlog of approximately $104.0 million at December 31,
1999, which included the remainder of a $94.6 million portion of the
reconstruction of the core of the interchange of I-15 and US 95 in Las Vegas,
Nevada, the remainder of $87.8 million of projects which are portions of the
Beltway Continuation projects in Las Vegas, Nevada, the remainder of a $29.3
million portion of the State Route 87 Continuation, in Sunflower, Arizona, the
remainder of a $17.5 million portion of the Reconstruction of US 89, in Cherry
Hills, Utah and the $13.0 million Storm Drain Channel Construction in Chandler,
Arizona. At January 1, 2000 our backlog included approximately $100 million of
work that was scheduled for completion during 2000. We have acted as the prime
contractor on projects funded by a number of governmental authorities, including
the Federal Highway Administration, the Arizona Department of Transportation,
the Nevada Department of Transportation, the Utah Department of Transportation,
the Clark County, Nevada Department of Public Works, the Salt Lake City, Utah
Airport Authority, the New Mexico State Highway and Transportation Department
and the City of Phoenix.
In 1996 we expanded our Nevada construction industry activities with the
formation of Ready Mix, Inc., as a wholly-owned subsidiary. RMI manufactures and
distributes ready mix concrete and owns and operates a construction materials
processing plant in the Las Vegas, Nevada area. RMI primarily targets
prospective customers such as concrete subcontractors, prime contractors, home
builders, commercial and industrial property developers, pool builders and
homeowners. RMI began its ready mix concrete operation from its first location
in March 1997 and began processing construction materials in November 1999.
Financed with internal funds, a $7 million line of credit, notes payable and
operating leases, RMI intends to operate in 2000 from at least four sites using
at least 92 mixer trucks. During January 2000, we ordered 52 mixer trucks for
RMI at an estimated cost of $6,650,000.
USE OF PROCEEDS
We will receive up to $11,674,750 upon exercise of the common stock
purchase warrants and the unit warrants. We will not receive any proceeds from
the sale by the selling stockholders of the common stock underlying the common
stock purchase warrants registered by this prospectus. Any funds received upon
exercise of the common stock purchase warrants will be added to our working
capital. We will pay all expenses of the registration and sale of the common
stock, except selling commissions, fees and stock transfer fees.
OUR COMMON STOCK AND WARRANTS
Our common stock is traded on the Nasdaq National Market under the symbol
"MVCO." Each holder of our common stock is entitled to one vote for each share
registered in his or her name on our books on all matters submitted to a vote of
stockholders. Our common stock does not have cumulative voting rights. As a
result, in an election of directors, the holders of a majority of shares of our
common stock will be able to elect all of the directors to be elected.
Each common stock purchase warrant is exercisable to purchase one share of
common stock for $5.00 per share until June 30, 2002, when the common stock
purchase warrants will expire. We can redeem the warrants for $.01 per warrant
upon 30 days' notice to the warrant holders if the closing price of our common
stock on the Nasdaq National Market or other automated exchange is at least
$7.50 per share for 20 consecutive trading days ending not earlier than five
6
<PAGE>
days before the warrants are called for redemption. Each unit warrant is
exercisable to purchase one share of common stock and one common stock purchase
warrant for $7.20 per unit until June 30, 2002, when the unit warrants will
expire.
For more information on our common stock and warrants, see our Registration
Statement on Form S-1 dated October 16, 1995, which we have filed with the SEC.
See also "Where You Can Find More Information" on page 2.
SELLING STOCKHOLDERS
In October 1995, we issued 1,926,250 registered common stock purchase
warrants to approximately 400 investors as a part of our initial public
offering. At the same time we issued 167,500 registered unit warrants to our
underwriters, each unit warrant entitling the holder to purchase one share of
common stock and one common stock purchase warrant for $7.20 per unit. This
prospectus continues the registration for resale of the 1,926,250 shares of
common stock underlying the common stock purchase warrants held by our current
warrant holders and the 335,000 shares of common stock underlying the unit
warrants. The holders of these securities are the selling stockholders referred
to in this prospectus. The selling stockholders, including their transferees,
pledgees, donees or successors, may from time to time offer and sell all or any
of their shares of common stock which they acquired upon exercise of the common
stock purchase warrants.
The selling stockholders may exercise their common stock purchase warrants
and offer all, some or none of the shares of common stock. Thus, we cannot
estimate the amount of the common stock that will be held by the selling
stockholders upon termination of any sales.
None of the selling stockholders are affiliates of our company except for
May Management, Inc., a company controlled by Earle C. May, one of our
directors, and Messrs. Larson, Lewis and Nelson, three of our executive
officers. May Management owns 51,350 common stock purchase warrants, and Messrs.
Larson, Lewis and Nelson own 3,000, 17,800 and 900 warrants, respectively. The
unit warrants issued to our underwriters, Neidiger Tucker Bruner, Inc. and HD
Brous & Co., Inc., were subsequently assigned, so that ownership of the unit
warrants is currently as follows:
Name Number of Shares Underlying the Unit Warrants
---- ---------------------------------------------
Ellen Brous 41,875
Charles Bruner 17,750
Debra Fiakas 3,000
Scott Miller 38,875
J. Henry Morgan 11,000
Eugene Neidiger 19,000
Gina Neidiger 4,000
Robert Parrish 10,000
Anthony Petrelli 9,000
Mary Petrelli 9,000
John Turk 4,000
7
<PAGE>
PLAN OF DISTRIBUTION
We are registering an aggregate of 2,261,250 shares of common stock
underlying the common stock purchase warrants and the unit warrants, to permit
public secondary sales of the shares by the selling stockholders from time to
time after the date of this prospectus. The exercise price of the stock purchase
warrants is $5.00 per share, and the warrants expire June 30, 2002. Following
exercise of the common stock purchase warrants, we anticipate that the selling
stockholders may sell all or a portion of the common stock from time to time in
one or more of the following transactions:
o on the Nasdaq National Market;
o in the over-the-counter market;
o in transactions other than on the Nasdaq National Market or in the
over-the-counter market;
o through brokers or dealers, or in direct transactions with purchasers;
o in connection with short sales;
o by pledge to secure debts and other obligations;
o in connection with the writing of options, in hedge transactions, and
in settlement of other transactions in standardized or
over-the-counter options; or
o in a combination of any of the above transactions.
The selling stockholders may sell their shares at prevailing market prices,
at prices related to prevailing market prices, at negotiated prices, or at fixed
prices. There is no assurance that the selling stockholders will sell any or all
of their common stock. The selling stockholders may also elect to sell their
shares pursuant to Rule 144 under the Securities Act of 1933.
The selling stockholders and any broker-dealers who act in connection with
sales of common stock may be deemed to be "underwriters" as that term is defined
in the Securities Act, and any commissions received by them and profit on any
resale of the common stock might be deemed to be underwriting discounts and
commissions under the Securities Act. In effecting sales, broker-dealers engaged
by the selling stockholders may arrange for other broker-dealers to participate.
The selling stockholders will pay all discounts and selling commissions in
connection with the sale of common stock, fees and expenses of counsel. We will
pay the registration fee payable to the SEC to register the common stock, fees
and expenses relating to the registration or qualification of the shares of
common stock under any applicable state securities or "blue sky" laws and the
fees and expenses of our counsel and independent accountants.
LEGAL MATTERS
The Law Office of Gary A. Agron will pass upon the validity of the common
stock offered under this prospectus. Mr. Agron is one of our directors and holds
options to purchase up to 23,500 shares of our common stock.
8
<PAGE>
EXPERTS
The financial statements incorporated by reference in this prospectus have
been audited by BDO Seidman, LLP, independent certified public accountants, to
the extent and for the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
----------------------------------------------------
The following is a statement of the estimated expenses to be incurred in
connection with the distribution of the securities registered under this
Registration Statement:
Amount To Be Paid
-----------------
Securities and Exchange Commission registration fee . . . $ 3,094
Legal fees and expenses . . . . . . . . . . . . . . . . . 20,000
Fees and expenses of qualification under state
securities laws (including legal fees). . . . . . . . . 1,000
Accounting fees and expenses. . . . . . . . . . . . . . . 5,000
Printing fees . . . . . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 4,906
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $35,000
Item 15. Indemnification of Directors and Officers
--------------------------------------------------
Article Sixth of the Registrant's Articles of Incorporation provide as
follows:
"SIXTH: To the fullest extent permitted by the Nevada Revised Statutes as
the same exists or may hereafter be amended, an officer or director of the
corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as such officer or director."
The effect of this provision in the Articles of Incorporation is to
eliminate the rights of the Registrant and its stockholders, through
stockholders' derivative suits on behalf of the Registrant, to recover monetary
damages from a director for breach of the fiduciary duty of care as a director
including breaches resulting from negligent or grossly negligent behavior. This
provision does not limit or eliminate the rights of the Registrant or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care or to seek monetary damages
for (i) violations of the federal securities laws, (ii) unlawful payment of
dividends, or (iii) acts or omission not in good faith or that involve
intentional misconduct or a knowing violation of law.
This description of the Director Liability and Indemnification Provisions
is intended as a summary only and is qualified in its entirety by reference to
the Registrant's Articles of Incorporation and Bylaws, each of which has been
filed with the SEC.
Item 16. Exhibits
-----------------
All Exhibits are incorporated by reference to the Registrant's Registration
Statement on Form S-1, file number 33-87750, and to the Registrant's Annual
Reports on Form 10-K for the years ended December 31, 1995, 1996, 1997, 1998 and
1999.
II-1
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of its
securities are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities At of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of a
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the undersigned registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
II-2
<PAGE>
suit or proceeding), is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of propsectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Phoenix, Arizona, on August 25, 2000.
MEADOW VALLEY CORPORATION
By: /s/ Bradley E. Larson
-------------------------
Bradley E. Larson
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Bradley
E. Larson as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement
(and any additional Registration Statement related hereto permitted by Rule
462(b) promulgated under the Securities Act of 1933 (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 25, 2000.
Signature Title
--------- -----
/s/ Bradley E. Larson Chief Executive Officer and Director
---------------------------------- (Principal Executive Officer)
Bradley E. Larson
/s/ Paul R. Lewis Chief Operating Officer and Director
----------------------------------
Paul R. Lewis
/s/ Kenneth D. Nelson Chief Administrative Officer, Vice
---------------------------------- President and Director
Kenneth D. Nelson
/s/ Alan A. Terril Vice President and Director
----------------------------------
Alan A. Terril
<PAGE>
/s/ Nicole Smith Principal Accounting Officer
----------------------------------
Nicole Smith
/s/ Gary A. Agron Director
----------------------------------
Gary A. Agron
/s/ Charles E. Cowan Director
----------------------------------
Charles E. Cowan
/s/ Charles R. Norton Director
----------------------------------
Charles R. Norton
/s/ Earle C. May Director
----------------------------------
Earle C. May
