-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMfyqRWRzI9324SO+bpBadGG1ZjGdNAtghxXIu0HcFJ6YmZSlqSLD+WR6zrF3muW wFPg1XKtOSyyHL7pwaNkcA== 0000950123-10-010017.txt : 20100208 0000950123-10-010017.hdr.sgml : 20100208 20100208172927 ACCESSION NUMBER: 0000950123-10-010017 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 EFFECTIVENESS DATE: 20100208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIXOTE CORP CENTRAL INDEX KEY: 0000032870 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 362675371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-157301 FILM NUMBER: 10581869 BUSINESS ADDRESS: STREET 1: 35 E. WACKER DRIVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3124676755 MAIL ADDRESS: STREET 1: 35 E. WACKER DRIVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY ABSORPTION SYSTEMS INC DATE OF NAME CHANGE: 19800815 S-8 POS 1 d70968hsv8pos.htm FORM S-8 POS sv8pos
         
As filed with the Securities and Exchange Commission on February 8, 2010
Registration No. 333-157301
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
QUIXOTE CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware   36-2675371
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification No.)
35 East Wacker Drive
11th Floor
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
 
QUIXOTE CORPORATION INCENTIVE SAVINGS PLAN
(as amended and restated January 1, 2006 and as amended through December 10, 2006)
(Full title of the plan)
 
S. Theis Rice
Vice President and Secretary
Quixote Corporation
c/o Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207
(214) 631-4420
(Name, address and telephone number,
including area code, of agent for service)
 
With a copy to:
Mary R. Korby
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
(214) 746-7700
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Small reporting company o
        (Do not check if a smaller reporting company)    
 
 

 

 

TERMINATION OF REGISTRATION
     This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by Quixote Corporation, a Delaware corporation (the “Company”), removes from registration all shares of common stock, $0.012/3 par value per share (“Common Stock”), of the Company, registered under the Registration Statement on Form S-8 (Registration Number 333-157301) filed by the Company on February 13, 2009 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, pertaining to the registration of 300,000 shares of Common Stock offered under the Quixote Corporation Incentive Savings Plan (as amended and restated January 1, 2006 and as amended through December 10, 2006), as amended (the “Plan”).
     On December 30, 2009, the Company entered into an Agreement and Plan of Merger with Trinity Industries, Inc., a Delaware corporation (“Parent”), and THP Merger Co., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Parent, providing for, among other things, the merger of Purchaser with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, wholly-owned by Parent. The Merger became effective at 1:43 p.m., Eastern Time, on February 5, 2010 (the “Effective Time”), pursuant to a Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware.
     At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger was cancelled and (other than shares held in the treasury of the Company or by the Company’s subsidiaries, Parent or Purchaser or shares with respect to which appraisal rights are properly exercised under Delaware law) converted into the right to receive $6.38 per share in cash, without interest and less any applicable withholding taxes.
     The Company has terminated the Plan and hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment and terminates the effectiveness of the Registration Statement.

 

 

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-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas, on this 8th day of February, 2010.
         
  QUIXOTE CORPORATION
 		  
  By:   /s/ S. Theis Rice    
    S. Theis Rice   
    Vice President and Secretary   
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
     
Date: February 8, 2010  /s/ Mark Stiles    
  Mark Stiles   
  President
(principal executive officer) 		  
     
Date: February 8, 2010  /s/ James E. Perry    
  James E. Perry   
  Vice President, Treasurer and Assistant Secretary
(principal financial and accounting officer) 		  

 

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