8-K

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) July 28, 2008

MEADOW VALLEY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada	0-25428	88-0328443
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4602 East Thomas Road, Phoenix, Arizona 85018

(Address of Principal Executive Offices) (Zip Code)

(602) 437-5400

(Registrant’s telephone number, including area code)

N/A

(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))

Item 3.03 Material Modifications of Rights of Security Holders

     On July 28, 2008, Meadow Valley Corporation (“Meadow Valley” or the “Company”) announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Phoenix Parent Corp., a Delaware corporation (“Parent”), and Phoenix Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Also on July 28, 2008, prior to the execution of the Merger Agreement, the Board of Directors of the Company (the “Board”) approved, following the unanimous recommendation of a special committee comprised entirely of independent members of the of Board, and the Company entered into, an Amendment to Rights Agreement (the “Amendment”), amending that certain Rights Agreement dated as of February 13, 2007 (the “Rights Agreement”), by and between the Company and Corporate Stock Transfer, Inc., as rights agent. The Amendment, among other things, provides that neither Parent, Merger Sub nor any of their affiliates will become an “Acquiring Person” (as such term is defined in the Rights Agreement), none of a “Stock Acquisition Date”, a “Distribution Date”, or a “Triggering Event” (each as defined in the Rights Agreement) shall occur, in each case, by reason of the approval, execution or delivery of, or the consummation of the transactions contemplated by, the Merger Agreement. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed transaction, a proxy statement of Meadow Valley and other materials will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEADOW VALLEY AND THE PROPOSED TRANSACTION.

Investors will be able to obtain free copies of the proxy statement (when available) as well as other documents filed with the SEC containing information about Meadow Valley at http://www.sec.gov, the SEC’s free internet site. Free copies of Meadow Valley’ SEC filings are also available on Meadow Valley’s internet site at http://www.meadowvalley.com. Furthermore, investors may obtain free copies of Meadow Valley’s SEC filings by directing such request to Meadow Valley Corporation, Attn: Corporate Secretary, 4602 East Thomas Road, Phoenix, Arizona 85018 or by requesting the same via telephone at (602) 437-5400.

Participants in the Solicitation

     Meadow Valley and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Meadow Valley’ stockholders with respect to the proposed transaction. Information regarding the officers and directors of Meadow Valley is included in its Annual Report on Form 10-K/A filed with the SEC on April 29, 2008. MORE DETAILED INFORMATION REGARDING THE IDENTITY OF POTENTIAL PARTICIPANTS, AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITIES HOLDINGS OR OTHERWISE, WILL BE SET FORTH IN THE PROXY STATEMENT AND OTHER MATERIALS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	4.1	Amendment to Rights Agreement, dated as of July 28, 2008, by and among Meadow Valley Corporation and Corporate Stock Transfer, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 28, 2008
	MEADOW VALLEY CORPORATION
	/s/   David Doty
	By:	David Doty
		Chief Financial Officer

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EX-4.1

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

     THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of July 28, 2008, between Meadow Valley Corporation, a Nevada corporation (the “Company”), and Corporate Stock Transfer, Inc. (the “Rights Agent”), amends that certain Rights Agreement, dated as of February 13, 2007 (the “Rights Agreement”).

     WHEREAS, the Company is entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”) by and between the Company, Phoenix Parent Corp., a Delaware corporation (“Parent”), and Phoenix Merger Sub, Inc., a Nevada corporation (“Merger Sub”);

     WHEREAS, the Merger Agreement provides for the acquisition by Parent of the Company by means of a reverse triangular merger of Merger Sub with and into the Company (the “Merger”), as a result of which the Company will become a wholly-owned subsidiary of Parent, and each outstanding share of the Company’s Common Stock, $0.001 par value (the “Shares”), excluding Shares beneficially owned by Parent, Merger Sub, or any subsidiary of Parent will be converted into the right to receive in cash an amount per Share equal to $11.25, without interest;

     WHEREAS, the Company desires to amend the Rights Agreement in connection with the execution and delivery of the Merger Agreement;

     WHEREAS, the Board of Directors of the Company has (i) determined that it is in the best interests of the Company and its stockholders that the Rights Agreement be amended as set forth below, (ii) approved this Amendment, and (iii) authorized its appropriate officers to execute and deliver the same to the Rights Agent;

     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof and the Company desires and directs the Rights Agent to execute this Amendment; and

     WHEREAS, the Distribution Date has not yet occurred.

     NOW, THEREFORE, in accordance with the procedures for amendment of the Rights Agreement set forth in Section 27 thereof, and in consideration of the foregoing and the mutual agreements herein set forth, the parties hereby agree as follows:

     1. Section 1(a) of the Rights Agreement is amended by adding the following clause at the end of Section 1(a):

     “Additionally, Phoenix Parent Corp., a Delaware corporation (“Parent”), Phoenix Merger Sub, Inc., a Nevada corporation (“Merger Sub”), or any Affiliate or Associate of Parent or Merger Sub, notwithstanding anything in this Agreement to the contrary, shall not be deemed to be an “Acquiring Person” (and no Distribution Date or Triggering Event shall be deemed to

occur) as a result of (A) the approval, execution or delivery of that certain Agreement and Plan of Merger, dated as of July 28, 2008, by and between the Company, Parent, and Merger Sub (as the same may be amended from time to time, the “Merger Agreement”), including the approval, execution and delivery of any amendments thereto, (B) the consummation of the Merger (as defined in the Merger Agreement), (C) the conversion of shares pursuant to the Merger Agreement, (D) the announcement of the Merger Agreement or the Merger (as defined in the Merger Agreement), or (E) the consummation of any other transaction contemplated by the Merger Agreement.”

     2. Section 1(v) of the Rights Agreement is amended and restated in its entirety to read as follows:

     ““FINAL EXPIRATION DATE” shall mean the earlier to occur of (i) February 13, 2017 or (ii) immediately prior to the Effective Time of the Merger (as such term is defined in the Merger Agreement).”

     3. Section l(pp) of the Rights Agreement is hereby amended by adding as the final sentence thereto the following:

     “Notwithstanding anything in this Agreement to the contrary, no Stock Acquisition Date shall be deemed to have occurred solely as a result of (i) the approval, execution or delivery of the Merger Agreement, including the approval, execution and delivery of any amendments thereto, (ii) the consummation of the Merger (as such term is defined in the Merger Agreement), (iii) the conversion of shares pursuant to the Merger Agreement, (iv) the announcement of the Merger Agreement or the Merger (as such term is defined in the Merger Agreement), or (v) the consummation of any other transaction contemplated by the Merger Agreement.”

     4. Section 7(a)(i) of the Rights Agreement is amended as follows:

     “(i) the Close of Business on February 13, 2017 (the “Final Expiration Date”)” shall be replaced with “(i) the Final Expiration Date,”.

     5. Section 26 of the Rights Agreement is hereby amended to update the contact information for the Company counsel as follows:

With a copy to:

Brownstein Hyatt Farber Schreck, LLP
410 17th Street, Suite 2200
Denver, Colorado 80202-4402
Attention: Adam Agron, Esq.

     6. A new Section 35 shall be added and shall read as follows:

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     “Section 35. TERMINATION. Immediately prior to the Effective Time (as such term is defined in the Merger Agreement), this Agreement shall be terminated and all outstanding Rights shall expire.”

     7. This Amendment shall become effective upon execution of the Merger Agreement by the Company, Parent and Merger Sub. In the event that the Merger Agreement is terminated by the Company or the Parent in accordance with its terms, the provisions of paragraphs 1, 2, 3, 4 and 6 of this Amendment shall be deemed repealed and deleted without any further action on the part of the Company or the Rights Agent.

     8. Except as expressly amended hereby, the Rights Agreement remains in full force and effect in accordance with its terms.

     9. This Amendment to the Rights Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

     10. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

     11. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect

     12. Capitalized terms used herein but not defined shall have the meanings given to them in the Rights Agreement or the Merger Agreement, as applicable.

     13. The Company hereby certifies to the Rights Agent that this Amendment is in compliance with Section 27 of the Rights Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed as of the day and year first above written.

MEADOW VALLEY CORPORATION
a Nevada corporation
By:	/s/ David Doty
Name:	David Doty
Title:	Chief Financial Officer
CORPORATE STOCK TRANSFER, INC..
as Rights Agent
By:	/s/ Carylyn Bell
Name:	Carylyn Bell
Title:	President

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MEADOW VALLEY CORPORATION

OFFICER’S CERTIFICATE

July 28,2008

     Reference is hereby made to that certain Rights Agreement dated as of February 13, 2007 (the “Rights Agreement”) by and between Meadow Valley Corporation and Corporate Stock Transfer, Inc. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Rights Agreement.

     Pursuant to Section 27 of the Rights Agreement, the undersigned Chief Financial Officer of the Company hereby certifies, for and on behalf of the Company, and in its name, that the proposed amendment to the Rights Agreement attached hereto as Exhibit A is in compliance with Section 27 of the Rights Agreement.

MEADOW VALLEY CORPORATION

/s/ David Doty 

David Doty

Chief Financial Officer

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